Current Report Filing (8-k)
October 13 2017 - 3:34PM
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): October 13, 2017
CHAPARRAL ENERGY, INC.
(Exact name of Registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
333-134748
|
|
73-1590941
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
701 Cedar Lake Boulevard
Oklahoma City, OK
|
|
73114
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Registrants Telephone Number, including area code: (405)
478-8770
Not Applicable
(Former name, former address and former fiscal year, 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.):
☐
|
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))
|
Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§ 240.12b-2
of this
chapter).
Emerging growth company ☐
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On October 13, 2017, Chaparral Energy, L.L.C., Chaparral CO2, L.L.C. and Chaparral Real Estate, L.L.C., each a wholly-owned subsidiary of Chaparral
Energy, Inc. (the Company), entered into an Asset Purchase and Sale Agreement with Perdure Petroleum, LLC (the Purchaser) to sell certain hydrocarbon interests and associated assets utilizing enhanced oil recovery methods
(the EOR Assets) for total consideration of approximately $170 million in cash plus certain contingent payments and subject to normal and customary closing adjustments (the Purchase Agreement). Pursuant to the Purchase
Agreement, the Company received an $11.9 million performance deposit and, if the sale is completed, the deposit and interest thereon will be credited to the Company as partial payment of the total consideration. The effective date of the Purchase
Agreement is as of 7:00 a.m. (local time where the EOR Assets are located) on June 1, 2017.
The Purchase Agreement contains customary
representations and warranties by the parties, and the parties have agreed to customary indemnities relating to breaches of representations, warranties, covenants and agreements.
The consummation of the transactions contemplated by the Purchase Agreement is subject to the satisfaction of customary closing conditions, including, among
other things, the performance by the parties, in all material respects, of their respective obligations, covenants and agreements as set forth in the Purchase Agreement and the accuracy, in all material respects, of their respective representations
and warranties as set forth in the Purchase Agreement. The transactions contemplated by the Purchase Agreement are expected to close in November 2017, subject to satisfaction of the closing conditions.
Item 7.01. Regulation FD Disclosure.
On
October 13, 2017, the Company issued a press release announcing the Companys entry into the Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
In accordance with General Instruction B.2 of Form
8-K,
the information set forth in this Item 7.01 of this Current
Report on Form
8-K,
including Exhibit 99.1 attached hereto, is being furnished pursuant to Item 7.01 of Form
8-K
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 the liabilities of that Section, nor shall it be deemed incorporated by reference into any filings under the Securities Act
of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing
of this Item 7.01 of this Current Report on Form
8-K
shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
Item 9.01. Financial Statements and Exhibits.
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
|
|
CHAPARRAL ENERGY, INC.
|
|
|
By:
|
|
/s/ Joseph O. Evans
|
Name:
|
|
Joseph O. Evans
|
Title:
|
|
Chief Financial Officer and Executive Vice President
|
Date: October 13, 2017
2