UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): April 28, 2011 (April 22, 2011)
ST. LAWRENCE SEAWAY CORPORATION
(Exact name of registrant as specified in charter)
Delaware |
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000-02040 |
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26-0818050 |
(State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
1700 Broadway, Suite 2020, Denver, Colorado |
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80290 |
(Address of principal executive offices) |
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(Zip code) |
(720) 407-7043
(Registrants telephone number including area code)
(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))
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
The information disclosed in this Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the 1933 Act) and Section 21E of the Securities Exchange Act of 1934 (the 1934 Act). All statements, other than statements of historical fact, are forward-looking statements.
These forward-looking statements are identified by their use of terms and phrases such as may, expect, estimate, project, plan, believe, intend, anticipate, will, continue, potential, and similar terms and phrases. Though we believe that the expectations reflected in these statements are reasonable, they do involve certain assumptions, risks and uncertainties.
Section 2 Financial Information
2.01 Completion of Acquisition or Disposition of Assets
Background
As previously reported on a current report on Form 8-K filed with the Securities and Exchange Commission (the SEC) on April 19, 2011, on February 14, 2011, Nytis Exploration Company LLC (NEC), an indirect 98.1% owned subsidiary of St. Lawrence Seaway Corporation (the Company), entered into an Asset Purchase Agreement (the APA) to purchase from The Interstate Natural Gas Company, LLC (a private limited liability company) and certain related parties (collectively referred to as ING), for $29.6 million (subject to adjustment at closing) certain natural gas properties, natural gas gathering and compression facilities and other assets related thereto, all located in eastern Kentucky and four counties in West Virginia. The APA was filed as Exhibit 10.1 to the Companys current report on Form 8-K filed with the SEC on February 17, 2011.
On April 14, 2011, NEC and ING amended the APA to accomplish the following:
(i) To permit ING to use a portion of the Deposit (the Property Tax Draw) to pay property taxes due and owing on the natural gas properties being sold by ING to NEC pursuant to the APA. In connection with such use of the Deposit, ING granted to NEC a production payment on certain natural gas wells to secure INGs obligation to repay the Property Tax Draw, plus interest at the rate of 4.5% per annum, in the event that the APA is terminated and the terms of Section 16.1 thereof provide that the Deposit is to be returned to NEC. The amount of the Property Tax Draw will be credited to the purchase price due at the Final Closing (described below).
(ii) To provide for two closings. The first closing (the Initial Closing), was to be held on or before April 22, 2011 and concerned the purchase and sale of approximately 45 natural gas wells (the Initial Assets), the purchase price for which was not to exceed $1,519,932. The date of the Initial Closing was extendable beyond April 22, 2011 by either NEC or ING for a maximum of seven days.
The second closing (the Final Closing) is to be held on or before May 23, 2011 (which date may be extended by either NEC or ING, but not beyond May 31, 2011) at which time NEC will purchase and ING will sell the Acquired Assets (other than the Initial Assets) in accordance with the terms of the amended APA.
Initial Closing
On April 22, 2011, NEC bought the Initial Assets at the Initial Closing, with a cash payment of $1,488,703. Funds for the purchase of the Initial Assets were provided by a draw from its lending facility with Bank of Oklahoma, the available capacity for which existed prior to the borrowing base increase described in Item 8.01 below.
Section 8 - Other Events
Item 8.01 - Other Events
As of April 22, 2011, NEC increased the borrowing base for its lending facility with Bank of Oklahoma, from $8 million to $10 million. Overall, the Company believes that the borrowing under the facility to acquire the Initial Assets has not affected the Companys overall liquidity position.
Item 9 Financial Statements and Exhibits.
None.