- Current report filing (8-K)
March 31 2009 - 1:47PM
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
March 29, 2009
Date of Report
(Date of earliest event reported)
CRUSADER ENERGY GROUP INC.
(Exact name of registrant as specified in its charter)
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Nevada
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1-32533
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88-0349241
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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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4747 Gaillardia Parkway
Oklahoma City, Oklahoma 73142
(Address of principal executive offices, including zip code)
(405) 285-7555
(Registrants telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 1.03
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BANKRUPTCY OR RECEIVERSHIP
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On March 30, 2009, Crusader Energy Group Inc. (the
Company
) and all of its wholly-owned
subsidiaries (the
Subsidiaries
) filed voluntary petitions (the
Petitions
) for
relief under Chapter 11 of the United States Bankruptcy Code (the
Bankruptcy Code
) in the
United States Bankruptcy Court for the Northern District of Texas, Dallas Division (the
Bankruptcy Court
), with proposed joint administration under Case No. 09-31797. The
Company and its Subsidiaries also filed several first day motions with the Bankruptcy Court that,
with the Bankruptcy Courts approval, will allow the Company and its Subsidiaries to continue to
conduct their businesses as usual or with minimal interruption. The Company and its Subsidiaries
expect that they will continue to manage their properties and operate their businesses as
debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the
applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
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Item 2.04
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TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT
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The filing of the Petitions, as described in Item 1.03 of this Form 8-K and incorporated into this
Item 2.04 by reference, constitutes an event of default under both the Second Amended and Restated
Credit Agreement, dated June 26, 2008, among the Company, Union Bank of California, N.A., the
administrative agent and issuing lender, and the lenders party thereto, as amended (the
First
Lien Credit Facility
), and the Second Lien Credit Agreement, dated July 17, 2008, among the
Company, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (the
Second Lien Credit Facility
and, together with the First Lien Credit Facility, the
Credit Facilities
). Such events of default result in all amounts outstanding under the
Credit Facilities being immediately due and payable. As of March 30, 2009, the Company had
approximately $30 million outstanding under the First Lien Credit Facility and approximately
$250 million outstanding under the Second Lien Credit Facility. The
ability of the lenders to enforce their rights under the Credit Facilities is
subject to the applicable provisions of the Bankruptcy
Code.
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Item 5.03
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AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
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Effective as of March 29, 2009, the Companys board of directors (the
Board
) adopted the
Second Amendment (the
Second Amendment
) to the Second Amended and Restated Bylaws of the
Company, as amended (the
Bylaws
). The Second Amendment amends Article III, Section 3.8
of the Bylaws to decrease the time period by which advance written notice of each meeting of the
Board must be received by the members of the Board from 48 hours prior to each meeting to 2 hours
prior to each meeting.
A copy of the Second Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by
reference.
On March 30, 2009, the Company issued a press release regarding, among other things, matters
reported in this Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
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Item 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit Number
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Description
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Exhibit 3.1
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Second Amendment to the Second Amended and Restated Bylaws
of the Company, adopted on March 29, 2009
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Exhibit 99.1
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Press Release, dated March 30, 2009
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2
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.
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CRUSADER ENERGY GROUP INC.
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Date: March 31, 2009
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By:
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/s/ David D. Le Norman
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David D. Le Norman
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President and Chief Executive Officer
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3
EXHIBIT INDEX
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Exhibit No.
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Description
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Exhibit 3.1
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Second Amendment to the Second Amended and Restated Bylaws
of the Company, adopted on March 29, 2009
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Exhibit 99.1
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Press Release, dated March 30, 2009
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4
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