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EX-99.1 - EXHIBIT 99.1 - Emerald Oil, Inc.v372130_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

 

Date of Report (Date of earliest event reported)

March 18, 2014

 

EMERALD OIL, INC.

(Exact name of registrant as specified in its charter)

 

Montana   1-35097   77-0639000
         
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

1600 Broadway, Suite 1360
Denver, Colorado 80202

(Address of principal executive offices, including zip code)

 

(303) 323-0008

(Registrant’s 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):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

Item 7.01. Regulation FD Disclosure.

 

On March 18, 2014, Emerald Oil, Inc. issued a press release announcing the pricing of its private offering of $140 million in aggregate principal amount of 2.0% Convertible Senior Notes due 2019 to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The Company expects to close the offering on or about March 24, 2014, subject to the satisfaction of customary closing conditions. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this report, including the exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“the Exchange Act”), nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are filed in accordance with the provisions of Item 601 of Regulation S-K:

 

Exhibit Exhibit Description
   
99.1 Press release of Emerald Oil, Inc. dated March 18, 2014.

 

 
 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

  EMERALD OIL, INC.
  By: /s/ Paul Wiesner
  Paul Wiesner
  Chief Financial Officer

 

Date: March 18, 2014

 

 
 

 

EXHIBIT INDEX

 

Exhibit Exhibit Description
   
99.1 Press release of Emerald Oil, Inc. dated March 18, 2014.