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 27, 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:
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¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
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 27, 2014, American Eagle Energy
Corporation (“AMZG,” “we,” or “our”) announced that we closed our previously disclosed private
offering to eligible purchasers of $175 million aggregate principal amount of 11.000% senior secured notes due September 1, 2019,
at an issue price of 99.059% of the aggregate principal amount thereof. We used a portion of the proceeds from the notes to refinance
our previous credit facility and to pay fees and expenses associated therewith and this offering and for general corporate purposes.
The notes and related guarantees were not 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 were offered and sold only to qualified institutional buyers under
Rule 144A and to non-U.S. persons outside the United States under Regulation S, each Rule as promulgated by the Securities and
Exchange Commission.
We also announced that we closed a senior secured revolving
credit facility with an initial borrowing base of $60 million that provides for an initial commitment of $35 million that may be
increased to the $60 million borrowing base following syndication, as to which possibility we cannot provide any assurance. The
borrowing base will be regularly redetermined on a semi-annual basis, subject to certain interim redeterminations. The initial
maturity date is August 27, 2019, subject to earlier termination of the loan commitments on a date that is six months in advance
of the stated maturity of the notes or certain permitted refinancing of the notes. We may utilize LIBOR loans or base rate loans
under the credit facility. The interest rate for LIBOR loans is based on the one, two, three, or six month LIBOR plus 175 bps to
LIBOR plus 275 bps depending upon our borrowing base utilization. The interest rate for base rate loans is equal to the greatest
of (a) SunTrust Bank’s prime lending rate, (b) the Federal Funds Rate plus 50 bps, or (c) one month LIBOR plus 100 bps, plus,
in each case, 275 bps to 375 bps depending upon our borrowing base utilization. As of the date of this Current Report, we do not
have any outstanding indebtedness under our new credit facility.
A copy of our press release of these announcements 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 (including Exhibit
99.1) of this Current Report on Form 8-K is being “furnished” under “Item 7.01. Regulation FD Disclosure”
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) shall not be incorporated by reference into any registration statement, report, or other document filed
by AMZG pursuant to the Securities Act 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 the Exhibit.
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 27, 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 27, 2014 |
AMERICAN EAGLE ENERGY CORPORATION |
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By: |
/s/ Bradley Colby |
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Bradley Colby |
|
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President and Chief Executive Officer |
Exhibit 99.1
American Eagle Energy Announces Closing
of Senior Secured Revolving Credit Facility and $175 Million of Senior Secured Notes
DENVER, CO—August 27, 2014—American
Eagle Energy Corporation (NYSE MKT: AMZG) (“American Eagle” or the “Company”), announces today that
the Company closed a senior secured revolving credit facility (“Credit Facility”) with an initial borrowing base of
$60 million that provides for an initial commitment of $35 million that may be increased to the $60 million borrowing base following
syndication. The borrowing base will be redetermined on a semi-annual basis. The Credit Facility interest rate ranges from LIBOR
plus 175 bps to LIBOR plus 275 bps depending upon borrowing base utilization. The maturity date is August 27, 2019. As of closing,
American Eagle has no outstanding indebtedness under the Credit Facility. SunTrust Robinson Humphrey, Inc. served as the sole lead
arranger and bookrunner, and SunTrust Bank serves as the administrative agent.
Today the Company also closed 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. American Eagle used a portion of the proceeds from
the Notes to refinance its previous credit facility and to pay fees and expenses associated with the offering of the Notes and
related to its previous credit facility. American Eagle plans to use the remaining proceeds from the Notes for general corporate
purposes (including working capital). As of June 30, 2014, pro forma for the offering and sale of the Notes, payoff of the previous
credit facility, and entry into the new Credit Facility, the Company had $67 million in cash and the undrawn 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 were 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 offer of the Notes were
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, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (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
ir@amzgcorp.com
www.americaneagleenergy.com
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