Attached files
| file | filename |
|---|---|
| EX-99.1 - Aurora Oil & Gas CORP | v162605_ex99-1.htm |
| EX-10.31 - Aurora Oil & Gas CORP | v162605_ex10-31.htm |
| EX-10.32 - Aurora Oil & Gas CORP | v162605_ex10-32.htm |
| EX-10.30 - Aurora Oil & Gas CORP | v162605_ex10-30.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
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Date
of Report (Date of earliest event reported):
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October
7, 2009
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AURORA
OIL & GAS CORPORATION
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(Exact
name of registrant as specified in its charter)
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UTAH
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000-25170
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87-0306609
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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4110
Copper Ridge Drive, Suite 100, Traverse City, MI
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49684
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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:
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(231) 941-0073
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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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01
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Other
Events.
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As
previously disclosed, on July 12, 2009, Aurora Oil & Gas Corporation (the
“Company”) and the Company’s 96.1% owned subsidiary, Hudson Pipeline &
Processing Co., LLC (together, the “Debtors”) filed voluntary petitions for
relief under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy
Code”) in the United States Bankruptcy Court for the Western District of
Michigan (the “Bankruptcy Court”). On October 7, 2009, the Debtors filed with
the Bankruptcy Court a proposed disclosure statement (the “Disclosure
Statement”) and a proposed joint plan of reorganization under Chapter 11 of the
Bankruptcy Code (the “Plan”). The Company has filed the Plan and Disclosure
Statement as exhibits hereto because such documents have been filed with the
Bankruptcy Court.
The Plan
will become effective only if it receives the requisite approval of the Debtors’
respective creditors and confirmation by the Bankruptcy Court. There
can be no assurance that the Plan will be acceptable to the required amounts of
such creditors or confirmed by the Bankruptcy Court, or that the Disclosure
Statement will be approved by the Bankruptcy Court. Accordingly, all
information contained in the Plan and the Disclosure Statement is subject to
change, whether as a result of amendments or supplements thereto, actions of
third parties or otherwise. A hearing has been scheduled for November
4, 2009, at 10:30 a.m. (prevailing eastern time) to consider approval of the
Disclosure Statement and to establish the deadline for objecting to the
Plan. Objections to approval of the Disclosure Statement must be
received on or before October 30, 2009, at 4:00 p.m. (prevailing eastern
time).
The 6
classes of claims and interests and proposed treatment under the Plan are
summarized as follows:
Class 1 –
Holders of allowed priority claims are proposed to be paid in full within 30
days of the effective date of the Plan. Priority claims are entitled
to priority pursuant to Bankruptcy Code 507(a) or (b) and are not administrative
claims or tax claims. Such claims would include, but would not be
limited to, unsecured claims earned within 180 days before July 12, 2009 (the
“Petition Date”) up to $10,950 for each person for wages, salaries, or
commissions, including severance, vacation, and sick leave pay earned, and
unsecured claims for contributions to an employee benefit plan arising from
services rendered within 180 days before the Petition Date, for each such plan
up to a specified limit. Pursuant to the Bankruptcy Code, all holders
of priority claims are deemed to have accepted the Plan because they are not
impaired and, therefore, are not entitled to vote on the Plan.
Class 2 –
The Plan proposes that holders of allowed first lien loan claims will receive
such holder’s pro rata share of up to $40 million in principal amount of new
secured notes and 32 million shares of new Aurora preferred
stock. The Plan proposes that holders of allowed second lien loan
claims will receive such holder’s pro rata share of 56 million shares of new
Aurora class A common stock. The Plan proposes that holders of
allowed other secured claims against the Company or Hudson Pipeline &
Processing Co., LLC will receive either: (i) the amount of such claim in full,
in cash, on the later of the effective date or the allowance date of such claim,
(ii) return of the underlying collateral to such claim, (iii) reinstate such
claim in accordance with the provisions of Bankruptcy Code 1124, (vi) pay such
claim in full in the ordinary course or (v) treat such claim in a manner
otherwise agreed to by the holder. The Plan proposes that the holder
of allowed Northwestern Bank (“NW Bank”) secured claims will receive (i)
ownership of the NW Bank note collateral and (ii) a release from the NW Bank
letters of credit collateral in an amount equal to any amounts previously drawn
down from the NW Bank letters of credit, and at the Debtors’ election, (a)
either the NW Bank letters of credit will be reinstated, in which case NW Bank
will be entitled to retain the NW Bank letters of credit collateral, or (b) the
NW Bank letters of credit will be cancelled without further draw, in which case
the remaining amount of the NW Bank letters of credit collateral will be
released to the Debtors or the reorganized debtors free of any liens, claims, or
interests of NW Bank. Pursuant to the Bankruptcy Code, the holders of
the first and second lien loans, each of which are impaired, are entitled to
vote on the Plan. Holders of other secured claims and NW Bank secured
claims are deemed to have accepted the Plan because they are not impaired and,
therefore, are not entitled to vote on the Plan with respect to claims in this
class.
2
Class 3 –
The Plan proposes that holders of allowed general unsecured claims against the
Company will receive their pro rata share of $150,000. The Plan
proposes that holders of allowed general unsecured claims against Hudson
Pipeline & Processing Co., LLC will receive their pro rata share of
$50,000. Pursuant to the Bankruptcy Code, because all holders of
general unsecured claims against either Debtor are impaired, such holders are
entitled to vote on the Plan.
Class 4 –
The Plan proposes that the old Company common stock interests will be cancelled
and be deemed terminated and of no force and effect. Pursuant to the
Bankruptcy Code, because holders of old Company common stock interests will
receive no distribution under the Plan and therefore, are deemed to have
rejected the Plan, they are not entitled to vote to accept or to reject the
Plan.
Class 5 –
The Plan proposes that intercompany claims amongst the Debtors will be reviewed
by the Debtors and adjusted, continued, or discharged, as Debtors determine, as
appropriate (by, among other things, releasing such claims, contributing them to
capital, issuing a dividend, or leaving them unimpaired), taking into account,
among other things, the distribution of consideration under the Plan and the
economic condition of the reorganized debtors, among other
things. Pursuant to the Bankruptcy Code, holders of intercompany
claims are deemed to have rejected the Plan and are not entitled to vote to
accept or to reject the Plan.
Class 6 –
The Plan proposes that the old Hudson Pipeline & Processing Co., LLC
interests will be cancelled and be deemed terminated and of no force and
effect. Pursuant to the Bankruptcy Code, because holders of old
Hudson Pipeline & Processing Co., LLC interests will receive no distribution
under the Plan and therefore, are deemed to have rejected the Plan, they are not
entitled to vote to accept or to reject the Plan.
For the
Plan to be confirmed, it must be accepted by at least one class of claims that
is impaired under the Plan (determined without including any acceptance of the
Plan by any insider of the Debtors). Under Bankruptcy Code 1126(c),
an impaired class of claims has accepted the Plan if holders representing at
least two-thirds in dollar amount and more than one-half in number of the
allowed claims that have actually voted in that class have voted to accept the
Plan.
The
Bankruptcy Court has not yet approved the Disclosure
Statement. Nothing in the Plan should be construed as constituting a
solicitation of acceptances of the Plan unless and until the Disclosure
Statement has been approved by the Bankruptcy Court and distributed to holders
of claims and interests to the extent required by Bankruptcy Code section 1125
or the Bankruptcy Court. Accordingly, this announcement is not intended to be,
nor should it be construed as, a solicitation for a vote on the Plan. There can
be no assurance that the Disclosure Statement will be approved by the Bankruptcy
Court or that the Plan will be acceptable to the required amount of creditors or
confirmed by the Bankruptcy Court.
Most of
the Debtors' filings with the Bankruptcy Court are available to the public at
www.donlinrecano.com/aurora.
3
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Item
9.01
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Financial
Statements and
Exhibits.
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(d)
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Exhibits
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10.30
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Disclosure
Statement Pursuant to Bankruptcy Code 1125 to Accompany the Joint Plan of
Reorganization of Debtors Aurora Oil & Gas Corporation and Hudson
Pipeline & Processing Co.,
LLC.
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10.31
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Joint
Plan of Reorganization of Debtors Aurora Oil & Gas Corporation and
Hudson Pipeline & Processing Co.,
LLC.
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10.32
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Notice
of Disclosure Statement
Hearing.
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99.1
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Press
Release dated October 13,
2009.
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SIGNATURE
According
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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AURORA
OIL & GAS CORPORATION
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Date: October
13, 2009
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/s/
Barbara E. Lawson
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By:
Barbara E. Lawson
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Its:
Chief Financial Officer
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4