Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - Triangle Petroleum Corp | a14-16763_1ex99d1.htm |
UNITED STATES
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): July 9, 2014 (July 9, 2014)
TRIANGLE PETROLEUM CORPORATION
(Exact name of registrant as specified in charter)
|
Delaware |
|
001-34945 |
|
98-0430762 |
|
(State or other jurisdiction of |
|
(Commission |
|
(I.R.S. Employer |
|
incorporation or organization) |
|
file number) |
|
Identification No.) |
1200 17th Street, Suite 2600, Denver, CO 80202
(Address of principal executive offices)
Registrant’s telephone number, including area code: (303) 260-7125
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))
Item 7.01 Regulation FD Disclosure.
On July 9, 2014, Triangle Petroleum Corporation (the “Company”) issued a press release announcing that Triangle USA Petroleum Corporation, the Company’s wholly-owned subsidiary, intends to offer $350 million in aggregate principal amount of senior notes due 2022 (the “Notes”) in a private placement to eligible investors, subject to market conditions. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Notes will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws. The Notes will be offered in the United States only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act.
The information in Item 7.01 of this Current Report and in Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report and in Exhibit 99.1 attached hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit 99.1 |
|
Press Release, dated July 9, 2014 |
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.
|
Date: July 9, 2014 |
TRIANGLE PETROLEUM CORPORATION | |
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Justin Bliffen |
|
|
|
Justin Bliffen |
|
|
|
Chief Financial Officer |