Attached files
file | filename |
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EX-10.1 - EX-10.1 - GASCO ENERGY INC | d70848exv10w1.htm |
EX-99.1 - EX-99.1 - GASCO ENERGY INC | d70848exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
January 29, 2010
January 29, 2010
GASCO ENERGY, INC.
(Exact name of registrant as specified in its charter)
Nevada | 001-32369 | 98-0204105 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
8 Inverness Drive East, Suite 100
Englewood, Colorado 80112
Englewood, Colorado 80112
(Address of principal executive office)
(Registrants telephone number, including area code): (303) 483-0044
N/A
(Former name or former address, if changed since last report.)
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))
Section 1 Registrants Business and Operations
Item 1.01. Entry into a Material Definitive Agreement
On January 29, 2010, Gasco Energy, Inc. (the Company) and its wholly owned subsidiary,
Riverbend Gas Gathering, LLC (Riverbend, and together with the Company, the Seller Parties),
entered into an Asset Purchase Agreement (the Agreement) with Monarch Natural Gas, LLC
(Monarch), pursuant to which Riverbend has agreed to sell materially all of the assets comprising
the Companys gas gathering system and its evaporative facilities known as the Desert Spring State
Evaporative Facility and the Eight Mile Flat Evaporative Facility, all of which are located in
Uintah County, Utah (the Assets), to Monarch for total cash consideration of approximately $23
million, subject to certain adjustments. Monarch will also assume certain liabilities relating to
the Assets. The closing of the transactions contemplated by Agreement (the Closing) is subject to
the satisfaction of a number of conditions. The Company expects Closing to occur in the first
quarter of 2009.
Upon
Closing, as set forth in the Agreement, the following, among other things, will occur: (i) the Seller Parties will enter
into an assignment agreement pursuant to which the Seller Parties will
transfer the real property interests relating to the Assets to Monarch; (ii) the Seller Parties and
Monarch will enter into a transition services agreement
pursuant to which Gasco will provide certain services relating to the operation of the Assets to
Monarch for a six-month term commencing at Closing; (iii) the Seller Parties and Monarch will enter
into a gas gathering agreement; and (iv) the Seller Parties and the
Buyer Parties will enter into a salt water disposal services
agreement.
The foregoing description of the Agreement does not purport to be complete and is qualified in
its entirety by reference to the complete text of such agreement, a copy of which is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Section 7 Regulation FD
Item 7.01. Regulation FD Disclosure
On February 1, 2010, the Company issued a press release announcing the sale of the Assets, as
set forth in Item 1.01, above. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information presented herein under
this Item 7.01 and set forth in the attached Exhibit 99.1 is deemed to be furnished and shall not
be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or
otherwise subject to the liabilities of that section, nor shall such information and Exhibit be
deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, each as amended.
-2-
Section 9 Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit No. | Description | |
10.1
|
Asset Purchase Agreement dated January 29, 2010 by and among Gasco Energy, Inc., Riverbend Gas Gathering, LLC, and Monarch Natural Gas, LLC. | |
99.1
|
Press Release dated February 1, 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.
Gasco Energy, Inc. |
||||
Date: February 3, 2010 | By: | /s/ W. King Grant | ||
Name: | W. King Grant | |||
Title: | Executive Vice President and Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. | Description | |
10.1 |
Asset Purchase Agreement dated January 29, 2010 by and among Gasco Energy, Inc., Riverbend Gas Gathering, LLC, and Monarch Natural Gas, LLC. | |
99.1 |
Press Release dated February 1, 2010 |