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)

May 26, 2015

 


 

EMERALD OIL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 1-35097 77-0639000
(State or other jurisdiction of
incorporation)
(Commission File Number) (IRS Employer
Identification No.)

 

1600 Broadway, Suite 1360
Denver, CO 80202

(Address of principal executive offices, including zip code)

 

(303) 595-5600

(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 1.02.Termination of a Material Definitive Agreement.

 

On May 11, 2015, Emerald Oil, Inc. (the “Company”) reported that the Company and one of its wholly owned subsidiaries entered into a purchase and sale agreement (the “Purchase Agreement”) with Yates Petroleum Corporation and its affiliates (“Seller”) to acquire Seller’s interests in certain oil and gas properties and assets located in Lea and Eddy Counties, New Mexico. The Company paid a deposit of approximately $7,500,000 in connection with the execution of the Purchase Agreement, and if the Purchase Agreement is not consummated for any reason, Seller is entitled to retain 10% of the deposit and return the balance to the Company within three days of the termination of the Agreement. The Purchase Agreement expired in accordance with its terms on May 28, 2015.

 

Item 7.01.Regulation FD Disclosure.

 

On May 26, 2015, the Company issued a press release titled “Emerald Oil Elects Not To Proceed With Public Offering of Common Stock.”  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 in this Current Report on Form 8-K, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01.Financial Statements and Exhibits.

  

(d) Exhibits.

 

The following exhibits are filed in accordance with the provisions of Item 601 of Regulation S-K:

 

Exhibit No.Description
  
99.1Press Release of Emerald Oil, Inc., dated May 26, 2015.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

   

EMERALD OIL, INC.

     
Date: May 29, 2015 By:   /s/ Ryan Smith
    Ryan Smith
    Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit No.Description
  
99.1Press Release of Emerald Oil, Inc., dated May 26, 2015.

 

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Exhibit 99.1

 

 

Emerald Oil Elects Not To Proceed With Public Offering of Common Stock

 

DENVER, CO—May 26, 2015—Emerald Oil, Inc. (NYSE MKT: EOX) (the “Company”) announced today that due to the current market environment and associated dilution to existing shareholders, it has elected not to proceed with its previously announced public offering of common stock. As a result of the Company’s election not to proceed with its public offering, the Company will not be taking action to close the previously announced Delaware Basin acquisition.

 

With the recently completed spring borrowing base redetermination and easing of debt covenants, Emerald will continue developing its Williston Basin leasehold position based upon original plans. With current upper-teens well returns the Company remains committed to completing its 2015 capital expenditures program in a financially conservative manner designed to hold its acreage position while maintaining year-over-year growth in production. The Company reiterates the previously announced 2015 guidance reflecting a $65 million capex budget, of which $42 million has been spent year to date.

 

Reiterate Prior 2015 Production and CAPEX Guidance

 

Assumes Emerald’s variable one rig program for 2015 in the Williston Basin.

 

   Production Range (Boe/d) 
   Low End   High End 
1Q 2015 Average   4,000    4,300 
2Q 2015 Average   4,500    4,800 
3Q 2015 Average   4,300    4,600 
4Q 2015 Average   4,000    4,300 
           
2015 Average   4,200    4,500 
Estimated year over year average production growth   18%   27%

 

   CAPEX Range ($mm) 
   Low End   High End 
2015 Williston Basin Drilling & Completion Budget  $52   $71 
2015 Land Budget  $1   $5 
           
Net Operated Well Count*   6.5*   8.5*

*Includes 5 drilled and completed wells and the completion of 8 previously drilled wells in the Williston Basin

 

ABOUT EMERALD OIL, INC.

 

Emerald is an independent exploration and production operator that is focused on acquiring acreage and developing wells in the Williston Basin of North Dakota and Montana, targeting the Bakken and Three Forks shale oil formations and Pronghorn sand oil formation. Emerald is based in Denver, Colorado. More information about Emerald can be found at www.emeraldoil.com.

 

 
 

 

FORWARD-LOOKING STATEMENTS

 

This press release contains forward-looking statements regarding future events and the Company’s future results that are subject to the safe harbors created under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). All statements other than statements of historical facts included in this report, including statements regarding the size, proceeds, use of proceeds, the closing of this offering, the Company’s financial position, business strategy, plans and objectives of management for future operations, industry conditions, and indebtedness covenant compliance are forward-looking statements. When used in this report, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “target,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating or making assumptions about, actual or potential future sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements.

 

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond the Company’s control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following, general economic or industry conditions, nationally and/or in the communities in which the Company conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting the Company’s operations, products, services and prices.

 

The Company has based these forward-looking statements on its current expectations and assumptions about future events. While management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control.

 

Corporate Contact:

 

Emerald Oil, Inc.

Mitch Ayer

Vice President - Finance & Investor Relations

(303) 595-5600

info@emeraldoil.com

www.emeraldoil.com