Attached files
| file | filename |
|---|---|
| EX-2.1 - CROSS CANYON ENERGY CORP. | e606369_ex2-1.htm |
| EX-2.2 - CROSS CANYON ENERGY CORP. | e606369_ex2-2.htm |
| EX-99.1 - CROSS CANYON ENERGY CORP. | e606369_ex99-1.htm |
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
29, 2010
CROSS
CANYON ENERGY CORP.
(Exact
Name of Registrant as Specified in its Charter)
|
Nevada
State of
Incorporation
|
000-51710
Commission
File Number
|
56-2458730
IRS Employer
I.D. Number
|
6630 Cypresswood Drive,
Suite 200 Spring, Texas 77379
Address
of principal executive offices
Registrant’s
telephone number: (832)
559-6060
________________________________________________
(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):
|
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
1.03 Bankruptcy or Receivership.
Bankruptcy
Filing
On
January 29, 2010, Cross Canyon Energy Corp. (“we”, “us” or “Debtor”) filed a
voluntary petition (In re: Cross Canyon Energy Corp., Debtor, Case No. 10-30747)
for reorganization (the “Chapter 11 Case”)
under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 et
seq., as amended (the “Bankruptcy Code”) in
the United States Bankruptcy Court for the Southern District of Texas, Houston
Division (the “Bankruptcy
Court”).
The
existing officers and directors of the Debtor will continue to oversee operation
of the Debtor’s business as a debtor-in-possession, pursuant to sections 1107
and 1108 of the Bankruptcy Code, and subject to the requirements of the
Bankruptcy Code, which include court approval of matters outside the ordinary
course of business.
Plan
Support and Lock-Up Agreement; Prepetition Solicitation
On
January 28, 2010, we entered into a Plan Support and Lock-Up Agreement (the
“Plan Support
Agreement”) with the holders of 100% of (i) the indebtedness outstanding
under our senior secured credit facility (the “Prepetition Secured
Lenders”) and (ii) our outstanding Series C Preferred Stock (the “Prepetition Preferred
Stockholder”, together with the Prepetition Secured Lenders, the “Consenting
Holders”). Pursuant to the Plan Support Agreement, the
Consenting Holders agreed to vote in favor of and support a proposed plan of
reorganization of the Debtor under the Bankruptcy Code that is consistent in all
material respects with the Prepackaged Plan of Reorganization Pursuant to
Chapter 11 of the Bankruptcy Code of Cross Canyon Energy Corp. that we filed
with the Bankruptcy Court on January 29, 2010 (the “Plan”). The
Plan Support Agreement may be terminated under certain circumstances by the
Consenting Holders, including if (i) the Bankruptcy Court does not confirm
the Plan on or prior to March 16, 2010 and (ii) we do not consummate the
restructuring transactions provided for in the Plan on or prior
to March 31, 2010.
Pursuant
to the Plan Support Agreement, we commenced a solicitation of the Prepetition
Secured Lenders and the Prepetition Preferred Stockholder, as the only impaired
classes entitled to vote on our proposed Plan. As part of the
prepetition solicitation, the Prepetition Secured Lenders and the Prepetition
Preferred Stockholder each received copies of the Plan, the related disclosure
statement (together with various exhibits thereto, the “Disclosure Statement”)
and a ballot requesting each of them to accept or reject the Plan. On
January 29, 2010, the Company received ballots from all of the Prepetition
Secured Lenders and the Prepetition Preferred Stockholder accepting the
Plan.
The
Plan
Below is
a brief summary of the material terms of the Plan, a copy of which is filed as
Exhibit 2.1 hereto. Capitalized terms not defined herein shall have
the meaning ascribed to them in the Plan.
• CIT First Lien Lender
Claims. Under the CIT First Lien Credit Agreement, the CIT First Lien
Lender previously advanced to us the sum of $11.5 million. The claims
of the CIT First Lien Lender (Class 4(a) under the Plan) are impaired. Upon the
Effective Date of the Plan, the CIT First Lien Lender shall receive the
following in the reorganized Debtor: (a) the obligation to be evidenced by the
New Senior Secured Credit Facility (in the principal amount of $10 million), and
(b) shares of New Senior Preferred Stock in an amount sufficient to liquidate
the balance of the Class 4(a) Claims (based on the liquidation preference of the
entire New Senior Preferred Stock issue of $23.5 million).
• CIT Second Lien Lender
Claims. Under the CIT Second Lien Credit Agreement, the CIT Second Lien
Lender previously advanced to us the sum of $22.0 million. The claims
of the CIT Second Lien Lender (Class 4(b) under the Plan) are impaired. Upon the
Effective Date of the Plan, the CIT Second Lien Lender shall receive the
following in the reorganized Debtor: (a) shares of New Senior Preferred Stock,
with a liquidation preference equal to $23.5 million, less the share of the New
Senior Preferred Stock allocated to Class 4(a), and (b) 95% of the New Common
Stock.
• Trade Creditors and
Customers. The Debtor expects to continue normal operations during the
Chapter 11 Case. The Plan contemplates payment in full of claims held by trade
creditors and uninterrupted performance of agreements with customers in
accordance with existing business terms.
• Class C Preferred Stock
Interests. Upon the Effective Date of the Plan, the
holder of the Class C Preferred Stock Interests (Class 10) shall receive shares
of New Junior Preferred Stock with a liquidation value of $100,000.
• Current Common Stock
Interests; Cessation as Publicly Reporting Company. On the Effective
Date, all existing equity in the Debtor will be cancelled and holders of our
common stock immediately prior to the Effective Date will receive five percent
(5%) of the New Common Stock in the reorganized Debtor, on a pro rata
basis. On the Effective Date, the Company will no longer file
periodic and or other reports with the Securities and Exchange Commission, and
the New Common Stock will no longer be listed for trading on any
exchange.
• Administrative, Tax and other Priority
Claims. These claims are not impaired and each holder of an
allowed Administrative, Tax or other Priority Claim is to be paid in full, in
cash, under the Plan.
The
Debtors have requested that the Bankruptcy Court confirm the Plan as quickly as
possible. However, the Plan will be subject to obtaining all necessary
approvals, including but not limited to judicial determinations of
confirmability, and there can be no assurance, therefore, as to how long it may
take to complete the Debtor’s reorganization process.
2
Item
8.01 Other
Events
On
February 2, 2010, the Debtor issued a press release announcing it will seek to
reorganize its business under the protection of Chapter 11 bankruptcy
laws.
The
information under the caption, “Item 8.01 – Other Events,” including information
in any related exhibits, is being furnished to the Securities and Exchange
Commission and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
subject to the liabilities of that Section. This information shall
not be deemed incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference in such a filing.
Item 9.01
Financial Statements and Exhibits.
Exhibits.
The following exhibits are filed herewith:
|
Exhibit No.
|
Description
|
|
|
2.1
|
Form
of Prepackaged Plan of Reorganization Pursuant to Chapter 11 of the
Bankruptcy Code of Cross Canyon Energy Corp.
|
|
|
2.2
|
Plan
Support and Lock-Up Agreement
|
|
|
99.1
|
Press
Release, dated February 2, 2010
|
|
3
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.
Dated: February
2, 2010
|
CROSS
CANYON ENERGY CORP.
|
|||
|
|
By:
|
/s/ Robert P. Munn | |
| Robert P. Munn | |||
| President and Chief Executive Officer | |||
4
INDEX TO
EXHIBITS
|
Exhibit No.
|
Description
|
|
|
2.1
|
Form
of Prepackaged Plan of Reorganization Pursuant to Chapter 11 of the
Bankruptcy Code of Cross Canyon Energy Corp.
|
|
|
2.2
|
Plan
Support and Lock-Up Agreement
|
|
|
99.1
|
Press
Release, dated February 2,
2010
|
|
5