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): January 22, 2010 (January 20,
2010)
TETON
ENERGY CORPORATION
(Exact
name of registrant as specified in its charter)
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Delaware
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001-31679
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84-1482290
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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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600
17th Street, Suite 1600 North
Denver,
CO
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80202
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (303) 565-4600
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:
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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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INFORMATION
ABOUT FORWARD-LOOKING STATEMENTS
This
Current Report on Form 8-K of Teton Energy Corporation (“Teton,” the “Company,”
“we,” “us” or “our”), and the documents incorporated herein by reference,
contain both historical and “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. Forward-looking statements,
written, oral or otherwise made, represent the Company’s expectation or belief
concerning future events. All statements, other than statements of historical
fact, are or may be forward-looking statements. For example, statements
concerning projections, predictions, expectations, estimates or forecasts, and
statements that describe our objectives, future performance, plans or goals are,
or may be, forward-looking statements. These forward-looking statements reflect
management’s current expectations concerning future results and events and can
generally be identified by the use of words such as “may,” “will,” “should,”
“could,” “would,” “likely,” “predict,” “potential,” “continue,” “future,”
“estimate,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” and
other similar words or phrases, as well as statements in the future
tense.
Forward-looking
statements involve known and unknown risks, uncertainties, assumptions, and
other important factors that may cause our actual results, performance, or
achievements to be different from any future results, performance and
achievements expressed or implied by these statements. The following important
risks and uncertainties could affect our future results, causing those results
to differ materially from those expressed in our forward-looking
statements:
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our ability to consummate our
plan of reorganization as currently
planned;
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the potential adverse effects
of the Chapter 11 proceeding on our liquidity and results of
operations;
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our ability to retain and
motivate key executives and other necessary personnel while seeking to
implement our plan of
reorganization;
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General economic and political
conditions, including governmental energy policies, tax rates or policies,
inflation rates and constrained credit
markets;
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The market price of, and
supply/demand balance for, oil and natural
gas;
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Our success in completing
development and exploration activities, when and if we are able to resume
those activities;
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Expansion and other
development trends of the oil and gas industry;
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Changes in laws and
regulations.
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These
factors are not necessarily all of the important factors that could cause actual
results to differ materially from those expressed in any of our forward-looking
statements. Other factors, including unknown or unpredictable ones could also
have material adverse effects on our future results.
The
forward-looking statements included in this Current Report are made only as of
the date set forth on the front of the document. We expressly disclaim any
intent or obligation to update any forward-looking statements to reflect new
information, subsequent events, changed circumstances, or
otherwise.
Item
1.01 Entry
Into a Material Definitive Agreement
Item
1.03 Bankruptcy or
Receivership.
As
previously disclosed, on November 8, 2009, Teton Energy Corporation, a Delaware
corporation (“Teton” or the “Company”) and each of its affiliated entities,
Teton North America LLC, a Colorado limited liability company (“TNA”), Teton
Piceance LLC, a Colorado limited liability company (“TP”), Teton DJ LLC, a
Colorado limited liability company (“TDJ”), Teton Williston LLC, a Colorado
limited liability company (“TW”), Teton Big Horn LLC, a Colorado limited
liability company (“TBH”), Teton ORRI, LLC, a Colorado limited liability company
(“TORRI”), and Teton DJCO LLC, a Colorado limited liability company (“Teton DJ”
and collectively with TNA, TP, TDJ, TW, and TORRI, the “Subsidiaries,” and
together with Teton, the “Debtors” ) filed voluntary petitions for
reorganization under Chapter 11 of Title 11 of the United States Code, in the
United States Bankruptcy Court for the District of Delaware (the “Bankruptcy
Court”) (Case No. 09-13946 et
seq.) (the “Chapter 11 Cases”). The Chapter 11 Cases have been
jointly administered.
On
November 9, 2009, the Debtors filed with the Bankruptcy Court their Joint
Chapter 11 Plan of Reorganization, which was amended on December 9, 2009 and
January 14, 2010 (as the same may be further supplemented or amended, the
“Plan”). A confirmation hearing was held before the Bankruptcy Court
on January 15, 2010 and January 20, 2010, and on January 20, 2010, the
Bankruptcy Court entered a Findings of Fact, Conclusions of Law, and Order
Confirming Debtors’ Second Amended Joint Chapter 11 Plan of Reorganization and
Granting Related Relief (the “Confirmation Order”) approving and confirming the
Plan. A copy of the Plan as confirmed by the Bankruptcy Court and the
Confirmation Order are attached hereto as Exhibits 2.1 and 99.1,
respectively.
On
January 22, 2010 (the “Effective Date”), the Plan became effective, after each
of the conditions precedent to consummation of the Plan enumerated in Article
VIII of the Plan were satisfied or waived. The following is a summary of
the material terms of the Plan, as confirmed by the Bankruptcy Court. This
summary is qualified in its entirety by reference to the Plan. Capitalized
terms used but not defined in this Current Report on Form 8-K shall have
the meanings set forth in the Plan.
The Plan
was consummated pursuant to the terms of that certain Amended Plan Sponsorship
Agreement (the “Agreement”) by and between Caerus Oil and Gas LLC (“Caerus”) and
the Debtors, dated effective as of December 15, 2009, pursuant to which Caerus
agreed to fund the Plan by tendering the following consideration: (i)
$20,050,000 in cash (including $750,000 from the application of the deposit),
plus or minus any Post-Closing Reconciliation adjustment as described in the
Agreement; (ii) a contractual participation right to 50% of the net profits
(net of the costs for acquisition, exploration, development, operation and
maintenance) of Teton DJCO, as reorganized, or a newly formed entity, owned
directly or indirectly by Caerus, holding the WashCo Assets, pursuant to the
terms of a contractual net profits agreement; and (iii) a contractual
participation right to 50% of the net profits (net of the costs for acquisition,
exploration, development, operation and maintenance) of TBH, as reorganized, or
a newly formed entity, owned directly or indirectly by Caerus, holding the Big
Horn Assets, pursuant to the terms of a contractual net profits
agreement.
Pursuant
to the Plan, on the Effective Date, among other things, (i) Teton converted its
corporate form from that of a Delaware corporation to a Delaware limited
liability company and was re-named “Teton Energy LLC;” (ii) Caerus acquired 100%
of the membership interests in Teton, as reorganized; (iii) all assets held by
the Debtors immediately before the Effective Date were re-vested in the
pre-petition owners of those same assets, as reorganized Debtors, free and clear
of all liens, claims, encumbrances and other interest; (iv) all equity interests
in the Company, including but not limited to any outstanding common stock and
preferred stock, were cancelled; (v) all claims of the holders of the Company’s
10.75% Secured Convertible Debentures and the Indenture Trustee were cancelled,
released and discharged; and (vi) the Caerus’ Plan Funding Obligation was
received and distributed pursuant to the Plan and the Agreement.
Other
than Administrative Claims and Priority Tax Claims (collectively, the
“Unclassified Claims”), which were paid in full under the Plan, the claims and
interests in the Debtors were divided into nine classes under the
Plan:
· Class
1 consists of Other Priority Claims, the holders of which were entitled to
receive (i) Cash equal to the unpaid portion of the Face Amount of such Allowed
Other Priority Claim, or (ii) such other treatment as to which such holder and
Reorganized Teton shall have agreed upon in writing.
· Class
2 consists of Other Secured Claims, the holders of which were entitled to
receive (i) Cash equal to the value of its Allowed Other Secured Claim, (ii) a
return of the holder's collateral securing the Other Secured Claim, or (iii)
such other treatment as to which such holder and Reorganized Teton shall have
agreed upon in writing.
· Class
3 consists of Prepetition Secured Lender Claims, the holders of which were
entitled to receive in full satisfaction, settlement, release, and discharge of
and in exchange for all Prepetition Secured Lender Claims against the Debtors,
that portion of the Auction Proceeds as set forth in Article V.E.2(a) of the
Plan, but in no event less than the sum of $18,150,000 (subject to reduction
pursuant to the Post-Closing Reconciliation adjustment) unless consented to in
writing by the Prepetition Agent; provided, however, that the
aggregate amount of the Auction Proceeds distributed to the Prepetition Agent
for the benefit of the holders of Prepetition Secured Lender Claims shall be
limited to the Prepetition Secured Indebtedness.
· Class
4 consists of DIP Loan Claims, the holders of which were entitled to be paid in
full in Cash on the Effective Date.
· Class 5
consists of General Unsecured Claims, the holders of Allowed General Unsecured
Claims were entitled to receive a Pro Rata share of the General Unsecured Claim
and Debenture Claim Consideration, subject to adjustment as set forth in Article
V.E.2(b) of the Plan. In addition, any Excess Auction Proceeds after
satisfaction in full of the holders of Allowed Convertible Debenture Claims will
be distributed Pro Rata to the holders of Allowed General Unsecured Claims until
paid in full.
· Class
6 consists of Convertible Debenture Claims, the holders of which were entitled
to receive a Pro Rata share of the General Unsecured Claim and Debenture Claim
Consideration, subject to adjustment as set forth in Article V.E.2(b) of the
Plan. In addition, any Excess Auction Proceeds will be distributed
Pro Rata to the holders of Allowed Convertible Debenture Claims until such
Claims are paid in full.
· Class
7 consists of Trade Claims, the holders of which were entitled to receive, in
full satisfaction, settlement, release, and discharge of and in exchange for
such Allowed Trade Claim, Cash equal to the amount of its Allowed Trade Claim
(i) as paid pursuant to the Trade Claim Orders prior to the Effective Date of
the Plan, and/or (ii) as paid pursuant to the Plan, which Plan distribution
shall be made as soon as reasonably practicable after the later of the Effective
Date, or (y) the date immediately following the date such Trade Claim becomes an
Allowed Trade Claim.
· Class
8 consists of Interests in the Subsidiaries, and the holder of which, the
Company, after conversion from a Delaware corporation into a Delaware limited
liability company on the Effective Date, retained such Interests.
· Class
9 consists of Interests in Teton, which Interests in Teton were cancelled and
each holder thereof shall not be entitled to, and shall not receive or retain
any property or interest in property on account of, such Interests.
Immediately
prior to the confirmation of the Plan, Teton had approximately 28.4 million
shares of its common stock, $0.001 par value per share, issued and outstanding,
and no shares of preferred stock outstanding. On the Effective Date, all
equity interests of Teton, including but not limited to all outstanding shares
of common stock, preferred stock, options, warrants or contractual or other
rights to acquire any equity interests, were cancelled and
extinguished.
In
addition, on the Effective Date, the Company filed a cease trading request with
the Financial Industry Regulatory Authority (“FINRA”). Accordingly, as of the
Effective Date, Teton’s common stock has ceased trading and has been removed
from the OTC quotation systems list.
Teton
will file a Form 15 with the Securities and Exchange Commission to
deregister its common stock under Section 12(g) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). Teton’s
reporting obligations under the Exchange Act will consequently be
suspended.
The
foregoing summary of the Plan, the Agreement and the Confirmation Order is
qualified in its entirety by reference to the definitive documents, copies of
which are attached as Exhibits 2.1, 2.2 and 99.1, respectively, to this Current
Report on Form 8-K.
Item 3.03 Material
Modification to Rights of Security Holders
Pursuant
to the Plan, all equity interests of Teton, including but not limited to all
outstanding shares of common stock, preferred stock, options, warrants or
contractual or other rights to acquire any equity interests, were cancelled and
extinguished on the Effective Date.
In
addition, on the Effective Date, the Company filed a cease trading request with
the Financial Industry Regulatory Authority (“FINRA”). Accordingly,
as of the Effective Date, Teton’s common stock has ceased trading and has been
removed from the OTC quotation systems list.
Teton
will file a Form 15 with the Securities and Exchange Commission to
deregister its common stock under Section 12(g) of the Exchange
Act. Teton’s reporting obligations under the Exchange Act will
consequently be suspended.
Item
5.01 Changes
in Control of Registrant.
As of the
Effective Date, following the consummation of the Plan, Caerus owns 100% of the
membership interests of the reorganized Teton.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
(b) As
of the Effective Date and pursuant to the Plan, the following officers and
directors of Teton shall be deemed to have resigned: (i) James J. Woodcock, as
Chairman of the Board and Interim Chief Executive Officer; (ii) Jonathan
Bloomfield, as Executive Vice President and Chief Financial Officer, (iii)
Dominic J. Bazile, II, as President, Chief Operating Officer and Director; and
(iv) Thomas F. Conroy, as Director.
Item
5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the Plan, Teton converted
its corporate form from that of a Delaware corporation to a Delaware limited
liability company and was re-named “Teton Energy LLC.” A copy of
Teton’s Certificate of Conversion and Certificate of Formation is attached as
Exhibit 3.1 to this Current Report on Form 8-K.
Item
7.01 Regulation FD
Disclosure
Additional
information about Teton’s reorganization, including access to Bankruptcy Court
documents and other general information about the Chapter 11 Cases, is available
at http://tetonenergyreorganization.com/.
Item
9.01 Financial
Statements and Exhibits.
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Exhibit No.
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Description
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2.1
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Debtors’
Second Amended Joint Chapter 11 Plan of Reorganization, dated January 14,
2010, as confirmed by the Bankruptcy Court on January 20,
2010.
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2.2
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Amended
Plan Sponsorship Agreement, effective on December 15, 2009, between Teton,
each of the Subsidiaries and Caerus Oil and Gas LLC (without
exhibits).
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3.1
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Certificate
of Conversion and Certificate of Formation.
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99.1
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Confirmation
Order, as entered by the Bankruptcy Court on January 20,
2010.
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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 hereunto
duly authorized.
Dated:
January 22, 2010
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TETON
ENERGY CORPORATION |
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By:
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/s/ Jonathan
Bloomfield |
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Jonathan
Bloomfield |
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Executive
Vice President and Chief Financial Officer |
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INDEX
TO EXHIBITS
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Exhibit No.
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Description
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2.1
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Debtors’
Second Amended Joint Chapter 11 Plan of Reorganization, dated January 14,
2010, as confirmed by the Bankruptcy Court on January 20,
2010.
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2.2
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Amended
Plan Sponsorship Agreement, effective on December 15, 2009, between Teton,
each of the Subsidiaries and Caerus Oil and Gas LLC (without
exhibits).
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3.1
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Certificate
of Conversion and Certificate of Formation.
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99.1
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Confirmation
Order, as entered by the Bankruptcy Court on January 20,
2010.
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