Form 8-K Emerald Oil, Inc. For: May 18

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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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)

May 18, 2015 (May 18, 2015)

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EMERALD OIL, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		1-35097		77-0639000
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

1600 Broadway, Suite 1360
Denver, CO 80202

(Address of principal executive offices, including zip code)

 

(303) 595-5600

(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))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

  

Item 7.01.

Regulation FD Disclosure.

 

On May 18, 2015, the Company issued a press release titled “Emerald Oil Announces Offering of Common Stock.”  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 in this Current Report on Form 8-K, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“the Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are filed in accordance with the provisions of Item 601 of Regulation S-K:

 

Exhibit No.		Description
99.1		Press Release of Emerald Oil, Inc., dated May 18, 2015 titled “Emerald Oil Announces Offering of Common Stock.”

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

		EMERALD OIL, INC.
Date: May 18, 2015	By:	/s/ Ryan Smith
		Ryan Smith
		Chief Financial Officer

 

 

 

 

EXHIBIT INDEX

 

 

Exhibit No.		Description
99.1		Press Release of Emerald Oil, Inc., dated May 18, 2015 titled “Emerald Oil Announces Offering of Common Stock.”

 

 

Exhibit 99.1

 

 

Emerald Oil Announces Offering of Common Stock

 

DENVER, CO—May 18, 2015—Emerald Oil, Inc. (NYSE MKT: EOX) (the “Company”) announced today the launch of an underwritten public offering of the Company’s common stock with an aggregate public offering size of $150,000,000. The Company intends to use the net proceeds from this offering to fund the previously announced acquisition of certain assets in the Delaware Basin, to repay outstanding credit facility borrowings and for general corporate purposes. The Company has granted the underwriters a 30-day option to purchase additional shares of common stock with an aggregate offering size of approximately $22,500,000.

 

Credit Suisse, Johnson Rice & Company and Barclays are acting as bookrunners for this offering. The underwritten public offering will be made only by means of a prospectus supplement and accompanying base prospectus, copies of which may be obtained from Credit Suisse Securities (USA) LLC, Attn: Prospectus Department, One Madison Avenue, New York, New York 10010, phone (800) 221-1037, or Johnson Rice & Company L.L.C., Corporate Finance Department, 639 Loyola Avenue, Suite 2775, New Orleans, LA 70113, phone (504) 584-1231.

 

When available, an electronic copy of the preliminary prospectus supplement and accompanying base prospectus may also be obtained at no charge at the Securities and Exchange Commission's website at http://www.sec.gov.

 

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. The offering is being made pursuant to an effective registration statement on Form S-3 previously filed by the Company with the Securities and Exchange Commission.

 

ABOUT EMERALD OIL, INC.

 

Emerald is an independent exploration and production operator that is focused on acquiring acreage and developing wells in the Delaware Basin of New Mexico and the Williston Basin of North Dakota and Montana, targeting the Avalon shale, Bone Spring sand and Wolfcamp shale in the Delaware Basin and the Bakken and Three Forks shale oil formations and Pronghorn sand oil formation in the Williston Basin. Emerald is based in Denver, Colorado. More information about Emerald can be found at www.emeraldoil.com.

 

 

FORWARD-LOOKING STATEMENTS

 

This press release contains 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 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). All statements other than statements of historical facts included in this report, including statements regarding the size, proceeds, use of proceeds, the closing of this offering, 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,” “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 following, general economic or industry conditions, nationally and/or in the communities in which the Company conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting the Company’s operations, products, services and prices.

 

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.

 

Corporate Contact:

 

Emerald Oil, Inc.

Mitch Ayer

Vice President - Finance & Investor Relations

(303) 595-5600

[email protected]

www.emeraldoil.com

 

 

 

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