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Form 8-K Triangle Petroleum Corp For: Dec 16

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December 18, 2015 5:07 PM EST

 

                                                                                                                                                                        

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): December 18, 2015 (December 16, 2015)

 

 

TRIANGLE PETROLEUM CORPORATION

(Exact name of registrant as specified in charter)

 

 

 

 

 

Delaware

001-34945

98-0430762

(State or other jurisdiction of

(Commission

(I.R.S. Employer

incorporation or organization)

file number)

Identification No.)

 

 

1200 17th Street, Suite 2600, Denver, CO 80202

(Address of principal executive offices)

            

Registrant’s telephone number, including area code: (303) 260-7125

 

 

 

 

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))

 

                                               

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 16, 2015, Brian Minnehan resigned from the Board of Directors (the “Board”) of Triangle Petroleum Corporation (the “Company”).

 

In connection with the issuance and sale in July 2012 of a  5% Convertible Promissory Note with an initial principal amount of $120.0 million (the “Convertible Note”),  the Company entered into an Investment Agreement (the “Investment Agreement”) with two affiliates of NGP Energy Capital Management, L.L.C. (“NGP”).   Pursuant to the Investment Agreement, NGP is entitled to designate one director to the Board until the occurrence of a “Termination Event,” as defined in the Investment Agreement, as amended in March 2013 (the “Investment Agreement Amendment”).

 

Mr. Minnehan was designated by NGP and appointed to the Board in April 2015. NGP has not submitted a replacement designee for the Board’s consideration.

 

The foregoing descriptions of the Convertible Note, the Investment Agreement, and the Investment Agreement Amendment are summaries only and are qualified in their entirety by reference to the Convertible Note, the Investment Agreement, and the Investment Agreement Amendment, copies of which are attached as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3, respectively, to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.

 

Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits

 

 

 

 

Exhibit 10.1

 

5% Convertible Promissory Note, dated July 31, 2012, filed as Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 1, 2012 and incorporated herein by reference.

Exhibit 10.2

 

Investment Agreement, dated July 31, 2012, among Triangle Petroleum Corporation, NGP Triangle Holdings, LLC and NGP Natural Resources X, L.P., filed as Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 1, 2012 and incorporated herein by reference.

Exhibit 10.3

 

First Amendment to Investment Agreement, dated March 8, 2013, between Triangle Petroleum Corporation, NGP Triangle Holdings, LLC, NGP Natural Resources X, L.P., and NGP Natural Resources X Parallel Fund, L.P., filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2013 and incorporated herein by reference.

 

 

SIGNATURES

 

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: December 18, 2015

 

TRIANGLE PETROLEUM CORPORATION

 

 

 

 

 

 

 

 

By:

/s/ Justin Bliffen

 

 

 

Justin Bliffen

 

 

 

Chief Financial Officer

 

Index to Exhibits

 

Exhibit

 

 

 

Number

 

Description

 

 

 

Exhibit 10.1

 

5% Convertible Promissory Note, dated July 31, 2012, filed as Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 1, 2012 and incorporated herein by reference.

Exhibit 10.2

 

Investment Agreement, dated July 31, 2012, among Triangle Petroleum Corporation, NGP Triangle Holdings, LLC and NGP Natural Resources X, L.P., filed as Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 1, 2012 and incorporated herein by reference.

Exhibit 10.3

 

First Amendment to Investment Agreement, dated March 8, 2013, between Triangle Petroleum Corporation, NGP Triangle Holdings, LLC, NGP Natural Resources X, L.P., and NGP Natural Resources X Parallel Fund, L.P., filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2013 and incorporated herein by reference.

 


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