Attached files
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| EX-99.1 - EXHIBIT 99.1 - American Standard Energy Corp. | v245492_ex99-1.htm |
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
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Date of Report (Date of earliest event reported):
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January 11, 2012
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AMERICAN STANDARD ENERGY CORP.
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(Exact name of registrant as specified in its charter)
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Delaware
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000-54471
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20-2791397
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(State or Other
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(Commission
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(IRS Employer
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Jurisdiction of
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File Number)
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Identification No.)
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Incorporation)
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4800 North Scottsdale Road, Suite 1400, Scottsdale, AZ
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85251
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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 (480) 371-1929
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Not Applicable
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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):
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))
All statements that are included in this Current Report on Form 8-K (the “Report”) and the exhibits hereto, other than statements of historical fact, are forward-looking statements. Forward-looking statements involve known and unknown risks, assumptions, uncertainties, and other factors. Statements made in the future tense, and statements using words such as “may,” “can,” “could,” “should,” “predict,” “aim’” “potential,” “continue,” “opportunity,” “intend,” “goal,” “estimate,” “expect,” “expectations,” “project,” “projections,” “plans,” “anticipates,” “believe,” “think,” “confident,” “scheduled” or similar expressions are intended to identify forward-looking statements. Forward-looking statements are not a guarantee of performance and are subject to a number of risks and uncertainties, many of which are difficult to predict and are beyond the Company’s control, and which risks and uncertainties have been described in greater detail in the Company’s filings with the Securities and Exchange Commission. These risks and uncertainties could cause actual results to differ materially from those expressed in or implied by the forward-looking statements, and therefore should be carefully considered. The Company cautions you not to place undue reliance on the forward-looking statements, which speak only as of the date of this Report or an earlier date as may be indicated. The Company disclaims any obligation to update any of these forward-looking statements as a result of new information, future events, or otherwise, except as expressly required by law.
Item 8.01 Other Events.
On January 11, 2012, American Standard Energy Corp. (the “Company”) signed a letter of intent (the “LOI”) with XOG Operating LLC (“XOG”), Geronimo Holdings LLC (“Geronimo”), Geronimo Holding Corporation, HNL Royalties LLC (“HNL”) and Randall Capps (collectively, the “XOG Group”), which amends, restates and supersedes the letter of intent dated November 15, 2011 (the “Original LOI”) by and among XOG, Geronimo, HNL and the Company. Pursuant to the LOI, the Company intends to acquire approximately 73,000 net acres across the Permian Basin, Eagle Ford shale formation and the Eagle Bine in Texas, the Williston Basin in North Dakota, the Niobrara shale formation in Wyoming and Nebraska, and the Mississippian shale formation in Oklahoma.
At the close of the acquisition, the Company intends to (i) pay to the XOG Group $10 million in cash (the “Cash Consideration”), (ii) deliver to the XOG Group a note in the amount of $35,000,000 and (iii) issue to the XOG Group 5,000,000 shares of common stock of the Company, all of the foregoing subject to the receipt by the Company of a fairness opinion. As of the date of the LOI, $1,500,000 of the Cash Consideration had already been paid by the Company to the XOG Group. The LOI provides for an expected closing by January 31, 2012, subject to customary due diligence, the execution of definitive agreements and the receipt by the Company of the necessary third party approvals.
The information contained in this Report is being “furnished” 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, nor shall it be deemed incorporated by reference in any registration statement, filing or other document of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be set forth by specific reference in such a filing. The Company makes no admission as to the materiality of any information in this Report that is required to be disclosed solely by reason of Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit Number
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Description
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99.1
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Amended and Restated Letter of Intent dated January 11, 2012, by and among American Standard Energy Corp. and XOG Operating LLC, Geronimo Holdings LLC, Geronimo Holding Corporation, HNL Royalties LLC and Randall Capps
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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.
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Dated: January 13, 2012
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AMERICAN STANDARD ENERGY CORP.
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By:
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/s/ Scott Feldhacker
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Scott Feldhacker
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Chief Executive Officer
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