Unassociated Document
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): August
29, 2006
Storm
Cat Energy Corporation
(Exact
Name of Registrant as Specified in Charter)
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British
Columbia, Canada
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001-32628
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06-1762942
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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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1125
17th
Street, Suite 2310, Denver, Colorado 80202
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (303) 991-5070
N/A
(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):
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£ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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£ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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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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£ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01. Entry
into a Material Definitive Agreement.
On
August
29, 2006, Storm Cat Energy Corporation (“Storm Cat”) and Storm Cat Energy (USA)
Corporation (“Storm Cat (USA)”), a wholly owned subsidiary of Storm Cat, entered
into an amendment (the “First Amendment”) to the Credit Agreement (the “Credit
Agreement”), with JPMorgan Chase Bank, N.A., as Global Administrative Agent, and
the Lender party thereto. Storm Cat entered into the First Amendment to increase
its Global Borrowing Base and U.S. Borrowing Base, each as defined in the Credit
Agreement, from US $11.0 million to US $20.0 million and to obtain a secured
bridge note of US $15.0 million (the “Secured Bridge Note”), which was used to
partially finance the closing of Storm Cat USA’s acquisition in the Powder River
Basin, Wyoming (the “BBC Acquisition”), as further described under Item 2.01 of
this Current Report on Form 8-K.
The
Secured Bridge Note bears interest at a base rate plus an applicable percentage
ranging between 6.0% and 8.0% based the applicable interest period. Interest
will be paid on December 31, 2006, March 31, 2007 and June 29, 2007 (the
“Maturity Date”). The principal amount is due on the Maturity Date, subject to
mandatory prepayments of principal amounts upon the sale of equity in excess
of
certain levels as described in the Secured Bridge Note.
The
First
Amendment is subject to several closing conditions customary to agreements
of
this nature, all conditions of which have been satisfied as of August 29, 2006.
The First Amendment also contains customary representations and warranties
(including those relating to absence
of defaults, authority and enforceability and approvals).
The
First Amendment contains a revised financial covenant pursuant to which Storm
Cat will
not
permit its ratio of consolidated Total Funded Debt, as defined in the Credit
Agreement, to consolidated EBITDA (calculated quarterly at the end of each
fiscal quarter, with such quarter EBITDA to be annualized by multiplying by
four
(4)) as of the end of any fiscal quarter, commencing with the fiscal quarter
ending December 31, 2006, to be greater than (a) 5.00 to 1.00 for the
fiscal quarters ending December 31, 2006 and March 31, 2007, (b) 3.00 to
1.00 for the fiscal quarter ending June 30, 2007 and for each fiscal quarter
thereafter; subject to automatic decreases in the permitted ratio in connection
with the payment in full, if any, of the indebtedness evidenced by Secured
Bridge Note before certain dates as described in the First Amendment. The First
Amendment also amends the debt covenant and events of default provisions of
the
Credit Agreement to permit the indebtedness evidenced by the Secured Bridge
Note. In addition, pursuant to the First Amendment, Global Administrative Agent
expressly consents to and waives any provisions of the Credit Agreement which
would prohibit the BBC Acquisition or the indebtedness evidenced by the Secured
Bridge Note.
The
foregoing is qualified in its entirety by reference to the First Amendment,
a
conformed copy of which is attached hereto as Exhibit 10.1 and incorporated
herein by reference.
Item
2.01. Completion
of Acquisition or Disposition of Assets.
On
August
29, 2006, Storm Cat (USA) completed the purchase of oil and gas properties
of
approximately 25,200 gross acres (approximately 17,000 net acres) located in
the
Powder River Basin in Sheridan and Campbell Counties, Wyoming, for cash in
the
amount of approximately US $30.7 million, as previously reported in Storm Cat’s
Current Report on Form 8-K filed with the Securities and Exchange
Commission (the “Commission”) on July 21, 2006 (File No. 001-32628). The
effective date of the transaction is July 1, 2006. A copy of the press release
announcing the completion of the acquisition is furnished to the Commission
with
this Current Report on Form 8-K as Exhibit 99.1.
The
foregoing description of the acquisition does not purport to be complete, and
is
qualified in its entirety by reference to the Purchase and Sale Agreement by
and
between Storm Cat Energy (USA) Corporation and a Bill Barrett Corporation
subsidiary, Bill Barrett CMB, L.L.C., dated July 17, 2006, which was filed
as
Exhibit 10.1 to Storm Cat’s Current Report on Form 8-K filed with the Commission
on July 21, 2006 (File No. 001-32628).
Item
2.03. Creation
of a Direct Financial Obligation or on Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The
information set forth above under Item 1.01 of this Current Report on Form
8-K
is incorporated herein by reference.
Item
9.01. Financial
Statements and Exhibits.
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(a) |
Financial
statements of businesses acquired.
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Storm
Cat
is currently evaluating whether the property acquisition described in this
report will require the filing of financial statements of the acquired
properties under Rule 3-05(b) of Regulation S-X. To the extent financial
statements are required, Storm Cat expects to file such financial statements
in
an amendment to this Current Report on Form 8-K no later than 71 calendar
days
after September 5, 2006.
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(b) |
Pro
forma financial information.
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Storm
Cat
is currently evaluating whether the property acquisition described in this
report will require the filing of pro forma financial information under Article
11 of Regulation S-X. To the extent pro forma financial information is required,
Storm Cat expects to furnish such pro forma financial information in an
amendment to this Current Report on Form 8-K no later than 71 calendar days
after September 5, 2006.
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Exhibit
No.
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Description
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10.1
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First
Amendment, dated as of August 29, 2006, among Storm Cat Energy (USA)
Corporation, Storm Cat Energy Corporation, the Lenders Party Hereto
and
JPMorgan Chase Bank, N.A., as Global Administrative
Agent
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99.1
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News
Release, dated August 30, 2006.
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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.
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STORM CAT ENERGY CORPORATION |
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| Date:
September 5, 2006 |
By: |
/s/
Paul
Wiesner |
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Name:
Paul Wiesner |
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Title:
Chief Financial Officer |
Exhibit
Index
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Exhibit
No.
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Description
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10.1
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First
Amendment, dated as of August 29, 2006, among Storm Cat Energy (USA)
Corporation, Storm Cat Energy Corporation, the Lenders Party Hereto
and
JPMorgan Chase Bank, N.A., as Global Administrative
Agent
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99.1
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News
Release, dated August 30, 2006.
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