Unassociated Document
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): October 2, 2007 (September 26,
2007)
TETON
ENERGY CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
(State
of incorporation)
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001-31679
(Commission
File No.)
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84-1482290
(IRS
Employer
Identification
No.)
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410
17th
Street, Suite 1850
Denver,
CO 80202
(Address
of principal executive offices, including zip code)
(303) 565-4600
(Registrant’s
telephone number, including area code)
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
(17CFR 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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SECTION 1 REGISTRANT’S
BUSINESS AND OPERATIONS.
ITEM
1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT.
On
September 26, 2007, Teton Energy Corporation (“Teton”) entered into an Asset
Exchange Agreement (the “Agreement”) with Teton Piceance LLC, the Company’s
wholly owned subsidiary (“Teton Piceance,” and collectively with Teton, the
“Company”), and Delta Petroleum Corporation, a Delaware corporation (“Delta”).
Pursuant to the Agreement, the Company agreed to sell to Delta 12.5% working
interest position, or one-half of its 25% working interest position, in
certain
oil and gas rights and leasehold assets covering the 6,314 gross acres in
the Piceance Basin in Western Colorado
held by
Teton Piceance, in exchange for (i) $33 million in cash (of which a deposit
of
$1,000,000 to be paid to Teton prior to closing), excluding industry standard
adjustments to be determined within 90 days after closing; and (ii) all of
Delta’s rights, title and interest in certain proved producing oil and gas
properties and undeveloped acreage located in the Denver-Julesburg (“DJ”) Basin,
which Teton has valued at approximately $5 million. The exchange of properties
is effective as of July 1, 2007.
The
Company also agreed to notify Delta in the event that it decides to sell the
remainder of its 12.5% interest in the Piceance Basin, and provide Delta with
a
period of 30 days in which to make a first offer to purchase such property.
Pursuant to the Agreement, Teton may accept or reject any such offer within
five
business days of Delta’s offer. If Teton rejects Delta’s offer, Teton may sell
such property free and clear of any interest or claim of Delta within 60 days
following the earlier of (i) the date of Delta’s offer, or (ii) the expiration
of the thirty-day notice period, provided that Teton may not sell the property
within such period for cash or other consideration in an amount less than the
amount of cash or other consideration offered by Delta. Delta’s right to make a
first offer to purchase such property shall not apply in the event that such
property is sold as part of any sale of all or substantially all of the assets
of Teton and/or its affiliates or the sale of a controlling interest in the
stock of Teton or in the event of a merger; provided, however, that any
purchaser or successor in any such transaction shall take such property subject
to the right of first offer contained in the Agreement.
The
foregoing summaries of the Agreement and the transaction do not purport to
be
complete and are qualified in their entirety by reference to the definitive
transaction documents, copies of which are attached as exhibits to this Current
Report on Form 8-K.
SECTION
7 REGULATION
FD.
ITEM
7.01 REGULATION
FD DISCLOSURE.
On
September 26, 2007, the Company announced that it entered into the Agreement
to
sell a 12.5 percent working interest position, or half of its 25 percent working
interest position, in the Piceance Basin assets to Delta, in exchange for cash
and oil and gas assets. A copy of the Company’s press release is attached hereto
as Exhibit 99.1.
The
property acquired from Delta is proved producing oil and gas properties and
undeveloped acreage located in Washington and Yuma counties in Eastern Colorado.
The properties include 28 oil and gas wells and related infrastructure, as well
as approximately 504,000 undeveloped gross acres. The estimated revenue from
the DJ properties for the third quarter of 2007 is approximately $804,000 before
production taxes and after gathering charges. This includes approximately 12
thousand barrels of oil and 33 thousand MMCF's of gas. Oil sales were approximately
85% and gas sales were approximately 15% of the total estimated sales. The Company
estimates that the fair value of the DJ properties is approximately $5 million.
The Company intends to put commodity hedge contracts in place for the DJ property oil and gas production in the very near term.
SECTION
9 FINANCIAL
STATEMENTS AND EXHIBITS.
ITEM
9.01. FINANCIAL
STATEMENTS AND EXHIBITS.
(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable.
(d) Exhibits.
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10.1
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Asset
Exchange Agreement dated September 26, 2007 by and between Teton
Energy
Corporation, Teton Piceance LLC and Delta Petroleum
Corporation.
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| 99.1 |
Press Release of Teton Energy Corporation dated
September
26, 2007 |
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.
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Dated:
October 2, 2007
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TETON
ENERGY CORPORATION
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By:
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/s/
Karl F. Arleth
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Karl
F. Arleth
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Chief
Executive Officer
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EXHIBIT
INDEX
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10.1
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Asset
Exchange Agreement dated September 26, 2007 by and between Teton
Energy
Corporation, Teton Piceance LLC and Delta Petroleum
Corporation.
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| 99.1 |
Press Release of Teton Energy Corporation dated
September
26, 2007. |