Attached files
| file | filename |
|---|---|
| EX-99.1 - Aurora Oil & Gas CORP | v169669_ex99-1.htm |
| EX-99.2 - Aurora Oil & Gas CORP | v169669_ex99-2.htm |
| EX-10.33 - Aurora Oil & Gas CORP | v169669_ex10-33.htm |
| EX-10.34 - Aurora Oil & Gas CORP | v169669_ex10-34.htm |
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
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Date
of Report (Date of earliest event reported):
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December
11, 2009
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AURORA
OIL & GAS CORPORATION
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(Exact
name of registrant as specified in its
charter)
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UTAH
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000-25170
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87-0306609
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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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4110
Copper Ridge Drive, Suite 100, Traverse City, MI
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49684
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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:
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(231) 941-0073
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(Former
name or former address, if changed since last
report.)
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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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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
1.03
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Bankruptcy
or Receivership.
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As
previously disclosed, on July 12, 2009, Aurora Oil & Gas Corporation (the
“Company”) and the Company’s 96.1% owned subsidiary, Hudson Pipeline &
Processing Co., LLC (together, the “Debtors”) filed voluntary petitions for
relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy
Code”) in the United States Bankruptcy Court for the Western District of
Michigan (the “Bankruptcy Court”).
On
December 11, 2009, the Bankruptcy Court entered an order (the “Confirmation
Order”) confirming the Debtors’ Modified First Amendment Joint Plan of
Reorganization under the Bankruptcy Code, as filed with the Bankruptcy Court on
November 5, 2009 (the “Plan”). The effective date for the plan is
anticipated to occur on or about December 22, 2009 (“Effective Date”). Prior to
closing on the Plan, the Company has 103,282,788 shares of common stock
outstanding.
PURSUANT
TO THE TERMS OF THE PLAN, OLD AURORA COMMON STOCKHOLDERS WILL NOT RECEIVE ANY
CASH OR SECURITIES IN CONNECTION WITH THE REORGANIZATION. THE PLAN
PROVIDES FOR ALL OUTSTANDING SHARES OF OLD AURORA COMMON STOCK TO BE DEEMED
CANCELLED AND TERMINATED ON THE EFFECTIVE DATE.
The
following is a summary of the material terms of the Plan. This
summary is qualified in its entirety by reference to the Confirmation Order and
the Plan, which are attached hereto as Exhibits 10.33 and 10.34, respectively,
and incorporated in this Item 1.03 by reference.
In
accordance with Bankruptcy Code 1123, administrative claims,
Debtor-In-Possession (“DIP”) facility claims and tax claims have not been
classified and are excluded from the classes below. Holders of an
allowed administrative claim, DIP facility claim and tax claims shall receive
full satisfaction of such claim.
The 6
classes of claims and interests and treatment under the Plan are summarized as
follows:
Class 1 –
Holders of allowed priority claims are to be paid in full within 30 days of the
Effective Date of the Plan. Priority claims are entitled to priority
pursuant to Bankruptcy Code 507(a) or (b) and are not administrative claims or
tax claims.
Class 2 –
Holders of allowed first lien loan claims will receive $20 million of tranche A
notes under the exit credit facility, $20 million of tranche B notes under the
exit credit facility and 32 million shares of new Aurora preferred
stock. The exit credit facility will be the obligation of new Aurora
and will be effective on the Effective Date or as soon thereafter as
practical. Holders of allowed second lien loan claims will receive 56
million shares of new Aurora class A common stock.
Holders
of allowed other secured claims against the Company or Hudson Pipeline &
Processing Co., LLC will receive either: (i) the amount of such claim in full,
in cash, on the later of the Effective Date or the allowance date of such claim,
(ii) return of the underlying collateral to such claim, (iii) reinstatement of
such claim in accordance with the provisions of Bankruptcy Code 1124, (vi)
payment of such claim in full in the ordinary course or (v) treatment of such
claim in a manner otherwise agreed to by the holder.
The
Holder of allowed Northwestern Bank (“NW Bank”) secured claims will receive
ownership of the NW Bank note collateral on the Effective Date and the right to
offset NW Bank’s advance to old Aurora against the Company’s depository account
in the amount of $506,649. In addition, the NW Bank letters of credit
will remain in full force and effect on and after the Effective Date and will
become the obligation of new Aurora. In consideration of NW Bank’s
agreement to treatment of the secured claims as previously described, new Aurora
agrees to lease approximately one-half of the NW Bank note collateral at a base
rent of $8,500 per month for a period of six months following the Effective
Date.
Class 3 –
Holders of allowed general unsecured claims against the Company will receive
their pro rata share of $350,000. Holders of allowed general
unsecured claims against Hudson Pipeline & Processing Co., LLC will receive
their pro rata share of $50,000.
Class 4 –
Holders of old Aurora common stock interests will receive nothing and the old
Aurora common stock will be cancelled and be deemed terminated and of no force
and effect.
Class 5 –
Intercompany claims amongst the Debtors will be allowed provided that all
intercompany claims will be reviewed by the Debtors and adjusted, continued, or
discharged, as Debtors determine, as appropriate (by, among other things,
releasing such claims, contributing them to capital, issuing a dividend, or
leaving them unimpaired), taking into account, among other things, the
distribution of consideration under the Plan and the economic condition of the
reorganized debtors, among other things.
Class 6 –
Holders of old Hudson Pipeline & Processing Co., LLC interests will receive
nothing and the old Hudson Pipeline & Processing Co., LLC interests will be
cancelled and be deemed terminated and of no force and effect.
Assets
and liabilities of the Company and Hudson Pipeline and Processing Co., LLC as of
November 30, 2009 are contained within Exhibits 99.1 and 99.2, respectively
attached hereto and incorporated by reference.
The
Company intends to file a Form 15 with the Securities and Exchange Commission on
or about the Effective Date to provide notice of the suspension of its reporting
obligation under Section 12(g) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). Upon filing a Form 15, the Company will
immediately cease filing any further periodic or current reports under the
Exchange Act.
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Item
8.01
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Other
Events.
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As
required in connection with the Debtors’ cases under the Bankruptcy Code, on
December 18, 2009 the Debtors filed unaudited stand-alone Monthly Operating
Reports for the twelve days ended July 12, 2009 (pre-petition), nineteen days
ended July 31, 2009 (post-petition), one month ended July 31, 2009, August 31,
2009, September 30, 2009 and October 31, 2009, one and eleven months ended
November 30, 2009 and balances as of July 12, 2009 (filing date), July 31, 2009,
August 31, 2009, September 30, 2009, October 31, 2009 and November 30, 2009 (the
"MOR’s") with the Court. A copy of the MOR’s are filed as Exhibit 99.1 and
Exhibit 99.2 to this report.
On
November 20, 2009, October 21, 2009, September 22, 2009 and September 10, 2009,
the Debtors filed Forms 8-K containing the Monthly Operating Reports for
October, September, August and July, respectively. The MOR’s
accompanying this filing merely adds the information for November
2009. Certain amounts contained in the accompanying MOR’s for
September, August and July have been changed from those contained in the
exhibits to the Forms 8-K filed on October 21, 2009, September 22, 2009 and
September 10, 2009, and a footnote explanation describing the changes has been
included on Exhibit 99.1 and Exhibit 99.2 to this report.
The MOR’s
were prepared solely for the purpose of complying with monthly reporting
requirements of the Bankruptcy Code and in a format prescribed under the
Bankruptcy Code and should not be used for investment purposes. The MOR’s are
limited in scope and cover a limited time period and may not be indicative of
the Debtors’ financial condition or results of operations for any period that
would be reflected in the Debtors’ financial statements or, if filed, its
periodic reports under the Securities Exchange Act of 1934, as amended. The
financial information that the MOR’s contain is preliminary and unaudited and is
subject to revision and additional qualifications and limitations as described
in the Explanatory Notes to the MOR’s. Readers are advised to read
and consider such qualifications and limitations carefully. The MOR’s will not
be subject to audit or review by the Company’s external auditors on a
stand-alone basis at any time in the future. The financial statements
in the MOR’s are not prepared in accordance with accounting principles generally
accepted in the United States ("GAAP") and, therefore, may exclude items
required by GAAP, such as certain reclassifications, eliminations, accruals,
valuations and disclosures. There can be no assurance that the information in
the MOR’s are complete, and the Debtors caution readers not to place undue
reliance on the MOR’s. The information in the MOR’s is not, and should not be
viewed as, indicative of future results.
Additional
information regarding the Debtors' bankruptcy cases, including access to court
documents and other general information, are available to the public at
www.donlinrecano.com/aurora. Information contained on, or that can be
accessed through, this website is not part of this report.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits |
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10.33
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Order
Confirming Modified First Amendment Joint Plan of Reorganization of
Debtors Aurora Oil & Gas Corporation and Hudson Pipeline and
Processing Co., LLC dated December 11,
2009.
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10.34
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Modified
First Amended Joint Plan of Reorganization of Debtors Aurora Oil & Gas
Corporation and Hudson Pipeline and Processing Co., LLC dated November 5,
2009.
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99.1
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Aurora
Oil & Gas Corporation Monthly Operating Report for the twelve days
ended July 12, 2009 (pre-petition), nineteen days ended July 31, 2009
(post-petition), one month ended July 31, 2009, August 31, 2009, September
30, 2009 and October 31, 2009, one and eleven months ended November 30,
2009 and balances as of July 12, 2009 (filing date), July 31, 2009, August
31, 2009, September 30, 2009, October 31, 2009 and November 30,
2009.
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99.2
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Hudson
Pipeline & Processing Co., LLC Monthly Operating Report for the twelve
days ended July 12, 2009 (pre-petition), nineteen days ended July 31, 2009
(post-petition), one month ended July 31, 2009, August 31, 2009, September
30, 2009 and October 31, 2009, one and eleven months ended November 30,
2009 and balances as of July 12, 2009 (filing date), July 31, 2009, August
31, 2009, September 30, 2009, October 31, 2009 and November 30,
2009.
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SIGNATURE
According
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.
| AURORA OIL & GAS CORPORATION | |||
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Date: December
22, 2009
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/s/ Barbara E. Lawson | ||
| By: Barbara E. Lawson | |||
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Its:
Chief Financial Officer
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