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): April 23, 2015

MILLER ENERGY RESOURCES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Tennessee

(State or Other Jurisdiction of Incorporation)

001-34732	62-1028629
(Commission File Number)	(IRS Employer Identification No.)

9721 Cogdill Road, Suite 302

Knoxville, TN 37932

(Address of Principal Executive Offices)

(865) 223-6575

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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):

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

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

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

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

Item 1.02Termination of a Material Definitive Agreement

On April 27, 2015, Miller Energy Resources, Inc. (the “Company”) terminated the 2016 portion of its oil hedges with KeyBank National Association (“KeyBank”). The liquidation yielded $11.5 million in net proceeds to the Company. The Company has applied $10.5 million of these proceeds to pay down amounts outstanding under our Credit Agreement, dated as of June 2, 2014, among the Company, as borrower, KeyBank, as administrative agent, and the lenders party thereto. The remaining $1.0 million in proceeds was used to pay certain of the Company’s accounts payable.

Item 3.01Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing

On April 23, 2015, the Company received a notice (the “Notice”) from NYSE Regulation, Inc. ("NYSE Regulation") that it is not in compliance with the continued listing standards set forth in Section 802.01C of the Listed Company Manual (“Section 802.01C”) of the New York Stock Exchange, Inc. (the “NYSE”). Such noncompliance is based on the average closing price of the Company’s common stock being less than $1.00 over a consecutive 30 trading-day period.

Pursuant to NYSE rules, the Company intends to file a response with NYSE Regulation indicating its intent to cure this deficiency and has indicated the same to NYSE regulation in talks with them.

In accordance with Section 802.01C, the Company has six months from the date of receipt of the Notice to achieve compliance with the continued listing standards of Section 802.01C. The Company can regain compliance with the minimum average closing price standard at any time during the six-month cure period if, on the last trading day of any calendar month during the cure period, the Company has (i) a closing share price of at least $1.00 and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month.

The Company’s common stock will continue to be listed and traded on the NYSE during this six-month cure period, subject to the Company’s compliance with the NYSE’s other applicable continued listing standards, under the symbol “MILL,” but will be assigned a “.BC” indicator by the NYSE to signify that the Company is not currently in compliance with the NYSE’s continued listing standards. In the event that the Company fails to achieve compliance with the continued listing standards of Section 802.01C by the expiration of the six-month cure period, Section 802.01C calls for the NYSE to commence procedures for suspension and delisting of the Company’s common stock.

On April 29, 2015, the Company issued a press release announcing, among other things, its receipt of the Notice. A copy of that press release is filed as Exhibit 99.1 hereto.

Item 7.01Regulation FD Disclosure.

As noted in Item 3.01 above, on April 29, 2015, the Company issues a press release announcing, among other things, its receipt of the Notice. This press release also included a discussion of the notice of a possible enforcement action issued by the Securities and Exchange Commission (the “Commission”), as discussed in Item 8.01 below. A copy of this presentation is attached as Exhibit 99.1.

Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of Miller Energy Resources, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 8.01.Other Events.

On April 28, 2015, the Commission issued a notice to the Company indicating that the Commission had made a preliminary determination to recommend a civil action against the Company in connection with its public filings and material weakness over financial reporting.  The notice invites the Company to file a response showing why no such action should be taken.  The Company believes the proposed action would relate to the reported valuation of certain Alaskan assets acquired by the Company from Pacific Energy in 2009 and subsequently reported by the Company. On the same date, the Commission issued similar notices to persons employed by the Company at the time the acquisition was initially reported. 

The Company is still seeking additional information on the proposed action before determining its response.  Were the Commission to bring such an action, the Company cannot determine the amount of any potential monetary penalties or any other impact as a result of the proposed enforcement action.

As noted above in Item 7.01, the receipt of this notification was discussed in a press release issued by the Company on April 29, 2015. A copy of that press release is filed as Exhibit 99.1 hereto.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release dated April 29, 2015, announcing, among other things, the Company’s receipt of the Notice and the unrelated notice of possible SEC civil action related to its 2009 Alaska asset acquisition

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.

Dated: April 29, 2015	Miller Energy Resources, Inc.
	By:	/s/ Carl F. Giesler, Jr.
		Carl F. Giesler, Jr
		Chief Executive Officer

EX-99.1

MILLER ENERGY PROVIDES DETAILS CONCERNING RECENT EVENTS INCLUDING RECEIPT OF NYSE CONTINUED LISTING NOTICE

Engages Global Hunter Securities to Assist With Capital Repositioning

HOUSTON, TX-(April 29, 2015) - Miller Energy Resources, Inc. (NYSE: MILL) (“Miller Energy” or the “Company”) announced today thatit has received a “Wells Notice” related to its 2009 Alaska asset acquisition from the Securities and Exchange Commission (“Commission”) and an unrelated notice from the New York Stock Exchange (“NYSE”) regarding continued listing requirements. Additionally, the Company announced that is has engaged Global Hunter Securities (“Global Hunter”) to help execute a repositioning of its capital structure.

SEC Notice

On April 28, 2015, the Company received a written “Wells Notice” from the Commission indicating that the staff of the Commission had made a preliminary determination to recommend that the Commission pursue a civil action against the Company related to its 2009 Alaska asset acquisition. A Wells Notice is neither a formal allegation of wrongdoing nor a finding that the Company violated any law. The notice invites the Company to file a response showing why no such action should be taken.

The recommendation relates to the reported valuation of certain Alaskan assets acquired by the Company from Pacific Energy in 2009 and later reported by the Company in its 2010 and subsequent filings.

On the same date, the Commission issued similar notices to persons employed by the Company at the time the acquisition was initially reported.

The Company is still seeking additional information on the factual basis for the proposed enforcement action before determining its formal response. Miller Energy welcomes the opportunity to respond before any action is taken and asserts that it does not believe that an enforcement action is warranted in this case.

NYSE Notice

In addition, on April 23, 2015, the Company received a notice from the NYSE that the price of the Company’s common stock has fallen below the NYSE’s continued listing standards. A company is considered to be below compliance standards if the average closing price of a security as reported on the consolidated tape is less than $1.00 over a consecutive 30 trading-day period. While over the last 30 days, the closing price of Miller Energy’s common stock has not averaged $1.00 or more per share, it has closed as high as $1.11 per share.

Under NYSE rules, the Company can avoid delisting if, during the six month period following receipt of the NYSE notice and on the last trading day of any calendar month, the Company’s common stock price per share and 30 trading-day average closing share price is at least $1.00. During this six month period, the Company’s common stock will continue to be traded on the NYSE, subject to compliance with other continued listing requirements.

The Company intends to cure the deficiency and to return to compliance before the expiration of the six month deadline. The NYSE notification does not affect the Company’s business operations or its SEC reporting requirements.

Capital Repositioning

The Company’s board has engaged Global Hunter to help the Company execute a capital repositioning. The effort is focused on raising credit-enhancing capital and ensuring adequate liquidity in order to maximize the value of the Company’s asset base for all stakeholders.

Related to that effort, the Company is pursuing credit-enhancing institutional capital. Miller Energy also has liquidated the 2016 portion of its oil hedges, raising approximately $11.5 million in proceeds. The Company applied $10.5 million of the proceeds to repay amounts outstanding under its credit facility, with the remainder to pay certain accounts payable. After the repayment, approximately $18.5 million remains outstanding under the Company’s credit facility. For the remainder of calendar year 2015, Miller Energy has approximately 90% of its expected oil production hedged at a weighted average price of $96.49 per barrel.

Additionally, the Company is aggressively pursuing further operating and administrative cost reductions as well as continuing its capex discipline. In the current quarter, Miller Energy has a spend rate of approximately $5 million in capex compared to an average of more than $40 million in each of the prior four quarters. Furthermore, Miller Energy will explore credit-enhancing asset sales and joint ventures.

The Company expects to receive by early June the cash proceeds from our approximately $33 million in Alaska state tax credit application made earlier this year.

Miller Energy’s board has not made a decision regarding the payment of the next quarterly dividend related to the Company’s 10.75% Series C Cumulative Redeemable Preferred Stock and its 10.5% Series D Fixed Rate / Floating Rate Cumulative Redeemable Preferred Stock.

About Miller Energy Resources

Miller Energy Resources, Inc. is an oil and natural gas production company focused on Alaska. The Company has a substantial acreage, reserve, and resource position in the State, significant midstream and rig infrastructure to support production, and 100% working interest in and operatorship of most of its assets. Miller Energy has two over-arching objectives: first, to be a long-term participant in the State’s E&P industry and in responsibly developing Alaska’s oil and gas resources; second, as the only public pure-play Alaska E&P, to be a straightforward vehicle for investors to participate in that development. Miller Energy manages its operations from Anchorage with additional administrative offices in the lower 48. The Company's common stock is listed on the NYSE under the symbol MILL. More information on Miller Energy can be found at www.millerenergyresources.com.

Statements Regarding Forward-Looking Information

Certain statements contained herein are forward-looking statements including, but not limited to, statements that are predications of or indicate future events, trends, plans or objectives. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties. Forward-looking statements are not guarantees of future activities and are subject to many risks and uncertainties. Due to such risks and uncertainties, actual events may differ materially from those reflected or contemplated in such forward-looking statements. Forward-looking statements can be identified by the use of the future tense or other forward-looking words such as "believe," "expect," "anticipate," "intend," "plan," "should," "may," "will," "continue," "strategy," "position," "opportunity," statements regarding the "flexibility" of the Company or the negative of any of those terms or other variations of them or by comparable terminology. A discussion of these risk factors is included in the Company's periodic reports filed with the SEC.

Investor Relations Contact

Derek Gradwell

SVP Natural Resources

MZ Group North America

Phone: 512-270-6990

Email: dgradwell@mzgroup.us

Web: www.mzgroup.us