Current Report Filing (8-k)
October 02 2017 - 9:02AM
Edgar (US Regulatory)
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): September 29, 2017
CARBON
NATURAL GAS COMPANY
|
(Exact
name of registrant as specified in charter)
|
Delaware
|
|
000-02040
|
|
26-0818050
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
1700
Broadway, Suite 1170, Denver, Colorado
|
|
80290
|
(Address
of principal executive offices)
|
|
(Zip
code)
|
|
(720)
407-7043
|
|
|
(Registrant's
telephone number including area code)
|
|
|
|
|
|
(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 (see General Instruction A.2. below):
☐
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 13a of the Exchange Act. ☐
Item
8.01. Other Events
On
September 29, 2017, Carbon Appalachian Company, LLC (“
Carbon Appalachian
”), a venture owned by Carbon
Natural Gas Company, a Delaware corporation (“
Carbon
” or the “
Company
”) and
two institutional investors, completed the acquisition of natural gas producing properties, natural gas gathering pipelines and
related facilities located predominantly in the State of West Virginia (the “
Acquisition
”). The purchase
price was $41.3 million, subject to normal and customary pre and post-closing adjustments. Carbon Appalachian will also fund,
as part of the Acquisition, an inventory of field development and enhancement projects and general working capital.
In
connection with and concurrently with the closing of the Acquisition described above, Carbon Appalachia Enterprises, LLC
(f/k/a Carbon Tennessee Company, LLC), an indirect subsidiary of Carbon Appalachian, borrowed $20.4 million from its existing
senior secured asset-based revolving credit facility (the “
Credit Facility
” and such agreement
being the “
Credit Agreement
”) with LegacyTexas Bank and East West Bank and received additional
funding in the amount of $11 million from its members, including $2,915,000 from Carbon. The contributed funds and funds
drawn from the Credit Facility were used to pay the purchase price.
On
October 2, 2017, the Company issued a press release concerning certain events relating to this Item 8.01. A copy of the
press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
*
Filed herewith
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to
be signed on its behalf by the undersigned, hereunto duly authorized.
|
CARBON NATURAL GAS COMPANY
|
October
2, 2017
|
|
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/s/
Patrick R. McDonald
|
|
Patrick
R. McDonald,
Chief
Executive Officer
|
3
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