Commerce Energy Group, Inc. - Current report filing (8-K)
July 29 2008 - 6:03AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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):
July 25, 2008
COMMERCE
ENERGY GROUP, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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001-32239
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20-0501090
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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600
Anton Blvd., Suite 2000
Costa
Mesa, California
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92626
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(714) 259-2500
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:
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 July 25, 2008,
Commerce
Energy
Group, Inc., a Delaware corporation (the
"Company"), Commerce Energy, Inc., a California corporation and wholly-owned
subsidiary of the Company ("Commerce"), Wachovia Capital Finance Corporation
(Western), a California corporation, as Agent and Lender (the "Agent"), and
Wells Fargo Foothill LLC, as Lender, entered into a Tenth
Amendment to Loan
and Security Agreement (the "Amendment") amending that certain Loan and
Security Agreement dated June 8, 2006, as amended (the "Credit Facility") by and
among the Company, Commerce and the
Agent. Capitalized
terms not otherwise defined have the meaning set forth in the Credit
Facility.
The
Amendment provides for a waiver of an Event of Default arising as a result of
the failure of Commerce to obtain, on or before July 25, 2008, subordinated
financing of at least $10,000,000, and revises several provisions of the
Credit Facility, including, without limitation, reducing the Letter of
Credit Limit and the aggregate outstanding principal amount of
Loans.
Pursuant
to the Amendment, the Letter of Credit Limit was reduced from $45,000,000 to
$35,500,000. In addition, the aggregate principal amount of Loans that
may be outstanding will be reduced to $7,000,000 as of the close of business on
August 7, 2008 and to $0 as of the close of business on August 15, 2008. The
Revolving Loan Limit will remain at $45,000,000 and the amount of Loans that may
be outstanding may be increased after August 15, 2008 if the additional
financing referred to below is obtained.
Under
the terms of the Amendment, Commerce agreed to obtain additional financing
on or before the close of business on August 18, 2008 of (i)
no less than
$15,000,000 or (ii) no less than $10,000,000 and an additional payment
deferral from a supplier equal to the difference between $15,000,000 and the
amount of the additional financing.
In addition, Commerce
agreed to provide additional reporting to the Agent and to use its good faith
efforts to deliver a Letter of Intent, no later than August 7, 2008, from a
private investor, a major commodity bank
or other person to provide
additional financing to Commerce.
The foregoing summary of
the Amendment is not complete and is qualified in its entirety by reference to
the actual Amendment, which is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits. The following item is filed as an exhibit to the
Report:
Exhibit
No.
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Description
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99.1
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Tenth
Amendment to Loan and Security Agreement, dated July 25, 2008, by and
among Commerce Energy, Inc., Commerce Energy Group, Inc., Wachovia Capital
Finance Corporation (Western), as Agent and Lender and Wells Fargo
Foothill, LLC, as Lender
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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, thereunto
duly authorized.
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COMMERCE
ENERGY GROUP, INC.
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a
Delaware corporation
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Date: July
28, 2008
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By: /s/
C. Douglas Mitchell
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C. Douglas Mitchell
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Chief Financial Officer
(Principal Financial and Accounting
Officer)
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Exhibit Index
Exhibit
No.
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Description
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99.1
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Tenth
Amendment to Loan and Security Agreement, dated July 25, 2008, by and
among Commerce Energy, Inc., Commerce Energy Group, Inc., Wachovia Capital
Finance Corporation (Western), as Agent and Lender and Wells Fargo
Foothill, LLC, as Lender
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