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)

October 13, 2015 (October 6, 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.)

 

200 Columbine Street, Suite 500
Denver, CO 80206

(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 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.  

 

On October 6, 2015, the Company received a notice from Wells Fargo Bank, N.A. (the "Administrative Agent") under its Amended and Restated Credit Agreement, dated as of May 1, 2014 (the "Credit Facility"), by and among the Company, the Administrative Agent, and the lenders party thereto, that, effective as of October 6, 2015, the borrowing base under the Credit Facility has been decreased to $120 million as part of the Company's regularly scheduled semi-annual redetermination by its lenders. The decrease in the Company's borrowing base under the Credit Facility resulted in a deficiency of approximately $19.6 million. The new $120 million borrowing base will be in effect until the Company's next borrowing base redetermination for the Credit Facility.

 

Item 7.01. Regulation FD Disclosure.

 

On October 12, 2015, the Company issued a press release titled “Emerald Oil Announces Redetermination of its Borrowing Base.” The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information included in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities of that Section, unless the registrant specifically states that the information is to be considered "filed" under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

 

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 October 12, 2015 titled “Emerald Oil Announces Redetermination of its Borrowing Base.”

 

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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: October 13, 2015 By: /s/ Ryan Smith
    Ryan Smith
    Chief Financial Officer

  

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EXHIBIT INDEX

 

Exhibit No.   Description
99.1   Press Release of Emerald Oil, Inc., dated October 12, 2015 titled “Emerald Oil Announces Redetermination of its Borrowing Base.”

 

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Exhibit 99.1

 

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Emerald Oil Announces Redetermination of its Borrowing Base

 

DENVER, CO – October 12, 2015 --- Emerald Oil, Inc. (NYSE MKT: EOX) (“Emerald” or the “Company”) today announced that, effective as of October 6, 2015, the borrowing base under its revolving credit facility has been decreased from $200 million to $120 million as part of the Company’s regularly scheduled semi-annual redetermination by its lenders. The previously announced term loan facility was not consummated, and the Company proceeded with its regularly scheduled October borrowing base redetermination. The decrease in the borrowing base has resulted in a deficiency of approximately $19.6 million. Emerald and its advisors are negotiating with the bank group regarding a repayment schedule and continues to work with a group of second lien term providers for a term debt solution.

 

Emerald has retained financial advisor Opportune LLP, investment banker Intrepid Partners, LLC, and legal advisors Mayer Brown LLP to advise management and the board of directors on capital structure options.

 

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