UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 11, 2014
DENVER PARENT CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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333-191602 |
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44-0821005 |
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(State or other |
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(Commission file number) |
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(I.R.S. Employer Identification |
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370 17th Street, Suite 3900 |
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Denver, Colorado |
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80202-1370 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (303) 626-8300
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS.
On June 11, 2014, Denver Parent Corporation (the “Company”) commenced an offer (the “Exchange Offer”) to exchange all of the Company’s outstanding 12.25%/13.00% Senior PIK Toggle Notes due 2018, which have not been registered under the Securities Act of 1933 (the “Old Notes”), for new 12.25%/13.00% Senior PIK Toggle Notes due 2018 that have been registered under the Securities Act of 1933, in accordance with the terms of the Company’s registration rights agreement entered into in connection with the issuance of the Old Notes. The Exchange Offer will expire at 11:59 PM Eastern Time, on July 10, 2014, unless extended. A copy of the Company’s press release, dated June 11, 2014, is attached as Exhibit 99.1 hereto and incorporated herein by reference.
The information in this current report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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Exhibit No. |
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Description |
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99.1 |
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Press Release, dated June 11, 2014. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 11, 2014
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VENOCO, INC. | |
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By: |
/s/ Timothy Ficker |
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Name: |
Timothy Ficker |
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Title: |
Chief Financial Officer |
Exhibit 99.1
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FOR IMMEDIATE RELEASE |
NEWS RELEASE |
DENVER PARENT CORPORATION COMMENCES REGISTERED EXCHANGE OFFER
DENVER, COLORADO, June 11, 2014 — Denver Parent Corporation (“DPC”), parent company of Venoco, Inc., announced today the commencement of an exchange offer for up to $255,000,000 aggregate principal amount of its 12.25%/13.00% Senior PIK Toggle Notes due 2018 (the “Original Notes”), which are not registered under the Securities Act of 1933, as amended (the “Act”), for an equal principal amount of its 12.25%/13.00% Senior PIK Toggle Notes due 2018 (the “New Notes”), which have been registered under the Act. The exchange offer will commence on June 11, 2014 and expire at 11:59 PM Eastern Time, on July 10, 2014 (the “Expiration Date”), unless the Expiration Date is extended.
The New Notes are substantially identical to the Original Notes, except that the New Notes have been registered under the Act, and there are certain differences relating to transfer restrictions, registration rights and payment of additional interest in the case of non-registration. The New Notes will not be registered on any securities exchange.
DPC will accept for exchange any Original Notes validly tendered and not withdrawn prior to the Expiration Date, unless the exchange offer is extended or terminated.
The terms of the exchange offer and other information relating to DPC are set forth in a prospectus dated June 11, 2014. A written prospectus providing the terms of the exchange offer may be obtained from U.S. Bank National Association, which is serving as the exchange agent for the exchange offer. U.S. Bank National Association can be contacted at:
U.S. Bank National Association
60 Livingston Avenue EP-MN-WS2N
St. Paul, Minnesota 55107
Attention: Specialized Finance
Facsimile: (651) 495-8158
Telephone: (800) 934-6802
This press release does not constitute an offer to purchase any securities or the solicitation of an offer to sell any securities. The exchange offer is being made only pursuant to the prospectus dated June 11, 2014 and the related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.
About the Company
Denver Parent Corporation was formed as a Delaware corporation in January 2012 for the purpose of acquiring and owning all of the outstanding common stock of Venoco, Inc., an independent energy company primarily engaged in the acquisition, exploitation and development of oil and natural gas properties primarily in California. Venoco operates three offshore platforms in the Santa Barbara Channel, has non-operated interests in three other platforms and operates several onshore properties in Southern California.
For further information, please contact Zach Shulman, Investor Relations, (303) 583-1637; http://www.venocoinc.com; E-Mail investor@venocoinc.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements that are subject to substantial risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. You can identify forward-looking statements by words such as “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “plan,” “expect,” “predict,” “potential,” or the negative of these terms or other comparable terminology. These forward-looking statements are based on management’s current expectations but they involve a number of risks and uncertainties. Actual results and the timing of events could differ materially from those anticipated in the forward-looking statements as a result of risks and uncertainties more fully described under the heading “Risk Factors” in our most recently filed Annual Report on Form 10-K, as well as the other reports we file with the Securities and Exchange Commission from time to time.
You should not place undue reliance on any forward-looking statements. Denver Parent Corporation assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions, or changes in other factors affecting forward-looking information, except to the extent required by applicable laws.