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)
June 11, 2015 (June 11, 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 7.01. |
Regulation FD Disclosure. |
On June 11, 2015, the Company issued a
press release titled “Emerald Oil Announces $75 Million Senior Secured Second Lien Term Loan Facility.” 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 |
| |
|
|
| 99.1 |
|
Press Release of Emerald Oil, Inc., dated June 11, 2015 titled “Emerald Oil Announces $75 Million Senior Secured Second Lien Term Loan Facility.” |
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.
|
| |
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|
| |
|
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| Date: June 11, 2015 |
By: |
/s/ Ryan Smith |
| |
|
Ryan Smith |
| |
|
Chief Financial Officer |
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| |
|
|
| 99.1 |
|
Press Release of Emerald Oil, Inc., dated June 11, 2015 titled “Emerald Oil Announces $75 Million Senior Secured Second Lien Term Loan Facility.” |
Exhibit 99.1
Emerald Oil Announces $75 Million Senior
Secured Second Lien Term Loan Facility
DENVER, CO – June 11, 2015 ---
Emerald Oil, Inc. (NYSE MKT: EOX) (“Emerald” or the “Company”) today announced that it has signed
a term sheet with respect to a $75 million senior secured second lien term loan facility (“Term Loan”), and has provided
both an ATM and liquidity update.
Debt Financing Update
Emerald has signed a term sheet with a private financial institution
to provide a $75 million Term Loan, and the transaction is expected to close by the end of June 2015. The Term Loan will be fully
drawn at closing with the proceeds used to repay borrowings under Emerald’s credit facility. The Term Loan has a 3 ½
year term and bears interest at LIBOR plus 8.25 percent with a 1 percent LIBOR floor. The Term Loan is secured by a second lien
on substantially all of the Company’s assets and has a customary hedge adjusted asset based covenant structure.
In conjunction with the transaction, the Company is working
with its lending syndicate on both the elimination of the Total Debt/EBITDA covenant and new senior secured debt and interest
coverage covenants that will provide ample borrowing base liquidity and room for covenant compliance should current crude oil
market conditions persist for a multi-year duration. Emerald expects the covenant amendments to occur concurrent with the closing
of the Term Loan.
The term sheet represents indicative terms which are non-binding, and
does not represent a commitment (conditional or otherwise) to lend on the part of the private financial institution. The consummation
of the transactions contemplated by the term sheet are subject to the satisfaction of due diligence review and other customary
closing conditions.
ATM Update
Quarter to date, Emerald received approximately $16.4 million
in net proceeds from the issuance of 2,460,045 shares via the ATM. Current shares outstanding are now 7,856,325. Proceeds will
be applied to repay borrowings under Emerald’s credit facility.
Liquidity Update
| Balance Sheet Item | |
Current Balance ($mm) | | |
Pro Forma Balance ($mm) | |
| Cash and Cash Equivalents* | |
$ | 33.7 | | |
$ | 10.0 | |
| Revolving Credit Facility | |
$ | 159.7 | | |
$ | 61.0 | |
| Term Loan | |
| N/A | | |
$ | 75.0 | |
| Convertible Senior Notes | |
$ | 151.5 | | |
$ | 151.5 | |
* Cash swept into revolving credit facility
About Emerald
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 may include “forward-looking
statements” within the meaning of the securities laws. All statements other than statements of historical facts included
herein may constitute forward-looking statements. Forward-looking statements in this document may include statements regarding
the Company’s expectations regarding the Company’s operational, exploration and development plans; expectations regarding
the nature and amount of the Company’s reserves; and expectations regarding production, revenues, cash flows and recoveries.
When used in this press release, the words "will," "potential," "believe," "estimate,"
"intend," "expect," "may," "should," "anticipate," "could," "plan,"
"predict," "project," "profile," "model," or their negatives, other similar expressions
or the statements that include those words, are intended to identify forward-looking statements, although not all forward-looking
statements contain such identifying words. Such statements are subject to a number of assumptions, risks and uncertainties, many
of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed
by the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to,
fluctuations in oil and natural gas prices, uncertainties inherent in estimating quantities of oil and natural gas reserves and
projecting future rates of production and timing of development activities, competition, operating risks, acquisition risks, liquidity
and capital requirements, the effects of governmental regulation, adverse changes in the market for the Company’s oil and
natural gas production, dependence upon third-party vendors, and other risks detailed in the Company’s periodic report filings
with the Securities and Exchange Commission.
Corporate Contact:
Emerald Oil, Inc.
Mitch Ayer
Vice President - Finance & Investor Relations
(303) 595-5600
info@emeraldoil.com
www.emeraldoil.com