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 22, 2009 (October 16,
2009)
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
of incorporation)
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(Commission
File No.)
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(IRS
Employer
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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
(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
(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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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 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 continue as a going concern;
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Our
ability to service current and future indebtedness and comply with the
covenants related to the debt facilities or our ability to receive
forbearance therefrom;
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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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Acquisitions
and other business opportunities that may be presented to and pursued by
us;
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Our
ability to integrate our acquisitions into our company structure;
and
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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.
Effective
as of October 16, 2009, (the “Effective Date”), Teton Energy Corporation the
“Company”) entered into a letter agreement (the “Letter Agreement”) with
JPMorgan Chase Bank, N.A. (“JPMorgan Chase”), as administrative agent, and each
of the financial institutions identified therein (hereinafter collectively
referred to as the “Lenders”) amending the Third Amendment to the Second Amended
and Restated Credit Agreement and Forbearance Agreement which was entered into
effective as of August 26, 2009 (the “Third Amendment”). All
capitalized terms not defined herein shall have the meaning set forth in the
Letter Agreement and Third Amendment incorporated by reference
therein.
Under the
terms of the Letter Agreement:
(a) Section
2.1 of the Letter Agreement was amended by replacing each reference to “October
16, 2009” to “November 6, 2009” so that the amended Section reads as
follows:
“2.1
Forbearance.
Upon and subject to the terms and conditions hereof, the Administrative Agent
and the Lenders agree to forbear from exercising their rights and remedies as a
result of the Specified Defaults [the Company’s failure to repay the Borrowing
Base Deficiency of $8,484,296 on August 25, 2009] under the Loan Documents,
including any rights or remedies arising thereunder pursuant to applicable law,
to (i) accelerate the outstanding principal balance of the Loans and
(ii) commence foreclosure proceedings under the Security Instruments,
during the period from the Amendment Effective Date to and including the earlier
of (a) the occurrence of any Default or Event of Default other than the
Specified Defaults, or (b) 5:00 p.m., November 6, 2009 (Dallas, Texas time)
(the “Forbearance
Period”). Upon the earlier of the occurrence of any Default or Event of
Default other than the Specified Defaults, or November 6, 2009, the
Administrative Agent’s and the Lenders’ agreement herein to forbear from
exercising such rights and remedies available to them shall immediately
terminate, and the Administrative Agent and the Lenders shall immediately be
entitled to exercise any and all rights and remedies available to them,
individually or collectively, under the Loan Documents, at law or in equity or
otherwise, including, without limitation, the right (without prior notice or
opportunity to cure of any kind) to accelerate the Loans, exercise rights of
offset over all accounts of the Borrower and its Subsidiaries, commence
foreclosure proceedings and/or seek the appointment of a receiver.”
(b) The
Lenders agreed that the Company’s financial statements for the
quarter ended September 30, 2009 will be due to the Administrative Agent and
each Lender no later than November 30, 2009.
The
Company, from time to time, enters into commodity hedge agreements to mitigate a
portion of the potential exposure to adverse market changes in the prices of oil
and natural gas, with JPMorgan Chase. There are no other material relationships
between the Company or its affiliates and JPMorgan Chase or the lenders, other
than in respect to the Third Amendment, as amended.
The
foregoing summary of the Letter Agreement is qualified in its entirety by
reference to the definitive transaction document, a copy of which is attached as
Exhibit 10.1 to this Current Report.
Item 2.03 Creation of
a Direct Financial Obligation or an Obligation under an Off Balance Sheet
Arrangement of a Registrant
The
information included in Item 1.01 of this Current Report is hereby
incorporated by reference into this Item 2.03.
Item 9.01 Financial
Statements and Exhibits
(a) Financial statements of
businesses acquired
n/a
(b) Pro forma financial
information
n/a
(c) Shell company
transactions
n/a
(d) Exhibits
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Exhibit
No.
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Description
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10.1
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Letter
Agreement amending Third Amendment to Second Amended and Restated Credit
Agreement and Forbearance
Agreement.
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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 22, 2009
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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
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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10.1
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Letter
Agreement amending Third Amendment to Second Amended and Restated Credit
Agreement and Forbearance Agreement.
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