- Current report filing (8-K)
11 März 2009 - 11:03AM
Edgar (US Regulatory)
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):
March 10, 2009
EDGE
PETROLEUM CORPORATION
(Exact name of
registrant as specified in its charter)
Delaware
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000-22149
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76-0511037
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(State or other
jurisdiction of
incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.)
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Travis
Tower
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1301
Travis, Suite 2000
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Houston,
Texas
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77002
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(Address of
principal executive offices)
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(Zip Code)
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(713)
654-8960
(Registrants
telephone number, including area code)
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:
o
Written communications pursuant to Rule 425
under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01.
Entry
into a Material Definitive Agreement.
Background
The Company has
previously announced an approximately $114 million borrowing base deficiency
under its Fourth Amended and Restated Credit Agreement, as amended (the Credit
Facility), due to a redetermination of the Companys borrowing base from $239
million to $125 million. As a result, and pursuant to the terms of the
Credit Facility, the Company elected to prepay such borrowing base deficiency
in six equal monthly installments, with the first $19 million installment being
due on February 9, 2009. On February 9,
2009, the Company announced that it had entered into a Consent and Agreement
(the February Consent) among the Company, Union Bank of California, as
administrative agent and issuing lender under the Credit Facility, and the
other lenders party thereto, deferring the payment date of the first $19
million installment until March 10, 2009, and extending the due date for
each subsequent installment by one month with the last of the six installment
payments to be due on August 10, 2009.
In connection with the February Consent, the Company agreed to
prepay $5.0 million of its outstanding advances under the Credit Facility, in
two equal installments. The first $2.5 million prepayment was paid on February 9,
2009 and the second $2.5 million prepayment was paid on February 23, 2009,
with each of the prepayments to be applied on a pro rata basis to reduce the
remaining six $19 million deficiency payments.
March Consent and
Agreement
On March 10, 2009, the Company entered into a
Consent and Agreement (the March Consent) among the Company, Union Bank
of California, as administrative agent and issuing lender under the Credit
Facility, and the other lenders party thereto, which provides, among other
things, for the extension of the due date for the first installment to repay
the borrowing base deficiency from March 10, 2009 to March 17,
2009. Notwithstanding such extension,
the Company and the Lenders agreed that each of the other five equal
installment payments required to eliminate the borrowing base deficiency shall
be due and payable as provided for in the February Consent.
The foregoing description
of the March Consent does not purport to be complete and is qualified in
its entirety by reference to the March Consent, which is filed as Exhibit 4.1
hereto and is incorporated into this Current Report on Form 8-K by
reference. The March Consent provides further information regarding the
terms of the March Consent.
As previously
reported, the Company is in continuing discussions with its lenders under the
Credit Facility. There can be no
assurance that the Companys discussions with its lenders under the Credit
Facility will be successful or that the Company will be able to make any
required installment payments when they become due. Moreover, there can be no assurance that the
Companys ongoing efforts to evaluate and assess its various financial and
strategic alternatives (which may include the sale of some or all of the
Companys assets, the merger or other business combination involving the
Company, restructuring of the Companys debt or the issuance of additional
equity or debt) will be successful. If
such efforts are not successful, the Company may be required to seek protection
under Chapter 11 of the U.S. Bankruptcy Code.
Item 9.01.
Financial
Statements and Exhibits
(d) Exhibits.
Exhibit No.
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Description
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4.1
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Consent and Agreement,
executed March 10, 2009, among Edge Petroleum Corporation, the lenders
party thereto and Union Bank of California, N.A., as administrative agent for
such lenders.
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2
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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EDGE PETROLEUM CORPORATION
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Date: March 10, 2009
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By:
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/s/
John W. Elias
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John W. Elias
Chairman,
President & Chief Executive Officer
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3
INDEX
TO EXHIBITS
Exhibit No.
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Description
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4.1
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Consent and Agreement,
executed March 10, 2009, among Edge Petroleum Corporation, the lenders
party thereto and Union Bank of California, N.A., as administrative agent for
such lenders.
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4
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