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):
August 13, 2014
AMERICAN EAGLE ENERGY CORPORATION |
(Exact name of registrant as specified in its charter) |
Nevada |
000-50906 |
20-0237026 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
2549 W. Main Street, Suite 202, Littleton, CO |
80120 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (303) 798-5235
|
(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:
¨ |
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)) |
SECTION 7 – REGULATION FD
Item 7.01. Regulation FD Disclosure.
On August 13, 2014, we announced that we priced
our previously announced offering of senior secured notes. We will issue $175 million senior secured notes at 99.059% of par,
which will bear interest at a rate of 11% per annum and will mature on September 1, 2019 (the “Notes”). The Notes
were offered in a private placement to eligible investors. A copy of our press release of that announcement is furnished
and attached hereto as Exhibit 99.1. That press release includes “safe harbor” language pursuant to the
Private Securities Litigation Reform Act of 1995, as amended, indicating that certain statements contained in the press
release are “forward-looking” rather than historical.
The information referenced under Item 7.01 in this Current Report
on Form 8-K (including Exhibit 99.1 attached hereto) is being “furnished” thereunder and, as such, shall not be deemed
to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section. The information set forth in this Current Report on Form 8-K (including Exhibit 99.1 referenced
in Item 9.01 below) shall not be incorporated by reference into any registration statement, report, or other document filed by
AMZG pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
AMZG undertakes no duty or obligation to update or revise information included in this Current Report on Form 8-K or any of the
Exhibits.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
Description of Exhibit |
|
|
99.1 |
Press release of American Eagle Energy Corporation, dated August 13, 2014. |
SIGNATURE
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 hereunto duly authorized.
Date: August 13, 2014 |
AMERICAN EAGLE ENERGY CORPORATION |
|
|
|
By: |
/s/ Bradley Colby |
|
|
Bradley Colby |
|
|
President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit |
Description of Exhibit |
|
|
99.1 |
Press release of American Eagle Energy Corporation, dated August 13, 2014. |
American Eagle Energy Announces Pricing
of $175 Million of Senior Secured Notes
DENVER, CO—August 13,
2014—American Eagle Energy Corporation (NYSE MKT: AMZG) (“American Eagle” or the
“Company”), announces today that the Company has priced its previously announced offering of $175 million
aggregate principal amount of 11.000% senior secured notes due September 1, 2019 (the “Notes”) at an issue price
of 99.059% of the aggregate principal amount of the Notes. The offering is expected to close on August 27, 2014, subject to
customary closing conditions.
As previously announced, the Company also
intends to put in place a senior secured revolving credit facility with approximate borrowing capacity of up to $60 million, in
conjunction with or soon after the Notes offering.
American Eagle plans to use the proceeds
from the Notes to refinance its existing credit facility, for general corporate purposes (including working capital), and to pay
fees and expenses associated with the offering of the Notes and those related to its existing credit facility.
The Notes and related guarantees have not been registered under the Securities Act of 1933, as amended (the
“Securities Act”), or the securities laws of any other jurisdiction and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements. The Notes are being offered and sold only to qualified
institutional buyers under Rule 144A and to non-U.S. persons outside the United States under Regulation S. This notice is being
issued in accordance with Rule 135c under the Securities Act.
This press release is
for informational purposes and does not constitute an offer to sell or the solicitation of an offer to buy securities. Any
offers of the Notes will be made only by means of a private offering circular.
ABOUT AMERICAN EAGLE ENERGY CORPORATION
American Eagle Energy Corporation is an
independent exploration and production operator that is focused on acquiring acreage and developing wells in the Williston Basin
of North Dakota, targeting the Bakken and Three Forks shale oil formations. The Company is based in Denver, CO. Company filings
with the Securities and Exchange Commission can be obtained free of charge at the SEC’s website at www.sec.gov.
SAFE HARBOR
This press release may contain 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 press release regarding 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,” “possible,” “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 amount we may invest, the location,
and the scale of the drilling projects in which we intend to participate; our beliefs with respect to the potential value of drilling
projects; our beliefs with regard to the impact of environmental and other regulations on our business; our beliefs with respect
to the strengths of our business model; our assumptions, beliefs, and expectations with respect to future market conditions; our
plans for future capital expenditures; and our capital needs, the adequacy of our capital resources, and potential sources of capital.
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. The Company
does not assume any obligations to update any of these forward-looking statements.
CORPORATE CONTACT:
Marty Beskow, CFA
Vice President of Capital Markets and Strategy
American Eagle Energy Corporation
720-330-8378
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