Current Report Filing (8-k)
October 22 2015 - 5:31PM
Edgar (US Regulatory)
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 22, 2015 (October 22, 2015)
EMERALD OIL, INC.
(Exact name of registrant as specified in
its charter)
Delaware |
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1-35097 |
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77-0639000 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
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(IRS Employer
Identification No.) |
200 Columbine, 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):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive
Agreement
On
October 22, 2015, Emerald Oil, Inc. (the “Company”) entered into a privately-negotiated agreement with a holder
of the Company’s 2.00% Convertible Senior Notes due 2019 (the “Convertible Notes”) to exchange
approximately $3 million in aggregate principal amount of the Convertible Notes for shares of the Company’s common
stock, plus a cash payment for the accrued and unpaid interest. The final number of shares of common stock to be issued shall
be determined based in part upon a formula that utilizes a fifteen percent discount to the volume weighted average price of
the common stock over a period of 15 consecutive trading days starting October 23, 2015 and ending on approximately November 12, 2015, which is expected to be approximately 880,000 shares of common stock.
As a result
of the exchange, the Company’s total indebtedness will be reduced by $3 million. Following the exchange, approximately
$148.5 million aggregate principal amount of the Convertible Notes will remain outstanding.
The issuance of
shares of common stock in the exchange transaction is exempt from registration under the Securities Act of 1933 pursuant to the
provisions of Section 3(a)(9) thereof as securities exchanged by the issuer with its existing security holders exclusively where
no commission or other remuneration is paid or given directly or indirectly for soliciting such exchange.
Item 3.02. Unregistered Sale of Equity
Securities.
The information provided in Item 1.01
is incorporated by reference in this Item 3.02.
This report on
Form 8-K does not constitute an offer to exchange the Convertible Notes or other securities of the Company for shares of common
stock or any other securities of the Company.
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.
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EMERALD OIL, INC. |
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Date: October 22, 2015 |
By: /s/ Ryan Smith |
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Ryan Smith |
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Chief Financial Officer |