0001157523-13-005638.txt : 20131126 0001157523-13-005638.hdr.sgml : 20131126 20131125173550 ACCESSION NUMBER: 0001157523-13-005638 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131125 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131126 DATE AS OF CHANGE: 20131125 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOREST OIL CORP CENTRAL INDEX KEY: 0000038079 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 250484900 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13515 FILM NUMBER: 131241937 BUSINESS ADDRESS: STREET 1: 707 SEVENTEENTH STREET STREET 2: SUITE 3600 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: 3038121400 MAIL ADDRESS: STREET 1: 707 SEVENTEENTH STREET STREET 2: SUITE 3600 CITY: DENVER STATE: CO ZIP: 80202 FORMER COMPANY: FORMER CONFORMED NAME: Forest Oil CORP DATE OF NAME CHANGE: 20040819 FORMER COMPANY: FORMER CONFORMED NAME: FOREST OIL CORP DATE OF NAME CHANGE: 19920703 8-K 1 a50758049.htm FOREST OIL CORPORATION 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):  November 25, 2013

FOREST OIL CORPORATION

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction of incorporation)

1-13515

25-0484900

(Commission File Number)

 

(IRS Employer Identification No.)

 

707 17th Street, Suite 3600, Denver, Colorado

80202

(Address of principal executive offices)

(Zip Code)

303.812.1400

(Registrant’s telephone number, including area code)

 

(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):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01.          Regulation FD Disclosure.

          On November 25, 2013, Forest Oil Corporation issued a press release announcing that it has closed on the previously announced sale of its assets located in the Texas Panhandle area.  A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.  

Item 8.01.          Other Events.

          In connection with the closing of the sale of the assets located in the Texas Panhandle area, the borrowing base under Forest’s credit facility has been reduced to $400 million.

Item 9.01.          Financial Statements and Exhibits.

 

(d)

 

Exhibits.

 
 

Exhibit

Description

 

99.1

Press Release of Forest Oil Corporation dated November 25, 2013.

Page 2

SIGNATURES

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.

 

FOREST OIL CORPORATION

(Registrant)

 
 
 
 

Dated:

November 25, 2013

By

/s/ Cyrus D. Marter IV

Cyrus D. Marter IV

Senior Vice President, General

Counsel and Secretary

Page 3

INDEX TO EXHIBITS FILED WITH THE CURRENT REPORT ON FORM 8-K

Exhibit

Description

 

99.1

Press Release of Forest Oil Corporation dated November 25, 2013.

Page 4

EX-99.1 2 a50758049ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Forest Oil Announces Closing of Texas Panhandle Area Divestiture

DENVER--(BUSINESS WIRE)--November 25, 2013--Forest Oil Corporation (NYSE:FST) (Forest or the Company) today announced that it closed the previously announced sale of its properties in the Texas Panhandle Area for net cash proceeds of approximately $944 million, after customary adjustments to reflect an effective date of October 1, 2013. In addition, the net proceeds do not include approximately $44 million that were closed into escrow, which the Company may receive as consents-to-assign are received and post-closing title curative work is completed. The net proceeds also do not include $10 million, which will remain in escrow for twelve months following the closing, to support Forest’s indemnity obligations under the purchase and sale agreement, with the remainder to be disbursed to Forest at the end of that period.

The proceeds from this sale will be used to fund the previously announced cash tender offer of Forest’s 7.5% Senior Notes due 2020 and its 7.25% Senior Notes due 2019, to reduce outstanding borrowings under its credit facility and for other general corporate purposes. In connection with the closing of this transaction, the borrowing base under Forest’s credit facilities has been reduced to $400 million.

FORWARD-LOOKING STATEMENTS

This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, that address activities that Forest assumes, plans, expects, believes, projects, estimates or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. The forward-looking statements provided in this press release are based on management's current belief, based on currently available information, as to the outcome and timing of future events. Forest cautions that future natural gas and liquids production, revenues, cash flows, liquidity, plans for future operations, expenses, outlook for oil and natural gas prices, timing of capital expenditures, and other forward-looking statements relating to Forest are subject to all of the risks and uncertainties normally incident to their exploration for and development and production and sale of liquids and natural gas.

These risks relating to Forest include, but are not limited to, liquids and natural gas price volatility, its level of indebtedness, access to cash flows and other sources of liquidity, its ability to replace production or to renew or maintain leases, its ability to compete with larger producers, the uncertainty inherent in estimating oil and gas reserves, the impact of low oil and gas prices, environmental risks, drilling and other operating risks, regulatory changes, credit risk of financial counterparties, risks of using third-party transportation and processing facilities and other risks as described in reports that Forest files with the SEC, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Any of these factors could cause Forest's actual results and plans to differ materially from those in the forward-looking statements.

Forest Oil Corporation is engaged in the acquisition, exploration, development, and production of natural gas and liquids in the United States and selected international locations. Forest's estimated proved reserves and producing properties are located in the United States in Arkansas, Louisiana, Oklahoma, Texas, Utah, and Wyoming. Forest's common stock trades on the New York Stock Exchange under the symbol FST. For more information about Forest, please visit its website at www.forestoil.com.

November 25, 2013

CONTACT:
Forest Oil Corporation
Larry C. Busnardo, 303-812-1441
VP – Investor Relations