Attached files
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EX-99.1 - Aurora Oil & Gas CORP | v167145_ex99-1.htm |
EX-99.2 - Aurora Oil & Gas CORP | v167145_ex99-2.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):
|
November
19, 2009
|
AURORA
OIL & GAS CORPORATION
(Exact
name of registrant as specified in its charter)
UTAH
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000-25170
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87-0306609
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
4110
Copper Ridge Drive, Suite 100, Traverse City, MI
|
49684
|
||
(Address
of principal executive offices)
|
(Zip
Code)
|
||
Registrant’s
telephone number, including area code:
|
(231)
941-0073
|
(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
8.01 Other
Events.
As
previously reported on July 12, 2009, Aurora Oil & Gas Corporation (the
“Company”) and the Company’s subsidiary, Hudson Pipeline & Processing Co.,
LLC (together, the “Debtors”) filed voluntary petitions for relief under Chapter
11 of title 11 of the United States Bankruptcy Code (the “Bankruptcy Code”), in
the United States Bankruptcy Court for the Western District of Michigan (the
“Court”). The Debtors’ case is 09-08254(SWD).
As
required in connection with the Debtors’ cases under the Bankruptcy Code, on
November 19, 2009 the Debtors’ filed unaudited stand-alone Monthly Operating
Reports for the twelve days ended July 12, 2009 (pre-petition), nineteen days
ended July 31, 2009 (post-petition), one month ended July 31, 2009, August 31,
2009 and September 30, 2009, one and ten months ended October 31, 2009 and
balances as of July 12, 2009 (filing date), July 31, 2009, August 31, 2009,
September 30, 2009 and October 31, 2009 (the "MOR’s") with the Court. A copy of
the MOR’s are filed as Exhibit 99.1 and Exhibit 99.2 to this
report.
On
October 21, 2009, September 22, 2009 and September 10, 2009, the Debtors filed
Forms 8-K containing the Monthly Operating Reports for September, August and
July, respectively. The MOR’s accompanying this filing merely add the
information for October 2009. Certain amounts contained in the
accompanying MOR’s for September, August and July have been changed from those
contained in the exhibits to the Forms 8-K filed on October 21, 2009, September
22, 2009 and September 10, 2009, and a footnote explanation describing the
changes has been included on Exhibit 99.1 and Exhibit 99.2 to this
report.
The MOR’s
were prepared solely for the purpose of complying with monthly reporting
requirements of the Bankruptcy Code and in a format prescribed under the
Bankruptcy Code and should not be used for investment purposes. The MOR’s are
limited in scope and cover a limited time period and may not be indicative of
the Debtors’ financial condition or results of operations for any period that
would be reflected in the Debtors’ financial statements or, if filed, its
periodic reports under the Securities Exchange Act of 1934, as amended. The
financial information that the MOR’s contain is preliminary and unaudited and is
subject to revision and additional qualifications and limitations as described
in the Explanatory Notes to the MOR’s. Readers are advised to read
and consider such qualifications and limitations carefully. The MOR’s will not
be subject to audit or review by the Company’s external auditors on a
stand-alone basis at any time in the future. The financial statements
in the MOR’s are not prepared in accordance with accounting principles generally
accepted in the United States ("GAAP") and, therefore, may exclude items
required by GAAP, such as certain reclassifications, eliminations, accruals,
valuations and disclosures. There can be no assurance that the information in
the MOR’s are complete, and the Debtors caution readers not to place undue
reliance on the MOR’s. The information in the MOR’s is not, and should not be
viewed as, indicative of future results.
Additional
information regarding the Debtors' bankruptcy cases, including access to court
documents and other general information, are available to the public at www.donlinrecano.com/aurora.
Information contained on, or that can be accessed through, this website is not
part of this report.
2
Cautionary
Note on Forward-Looking Statements
This
Current Report on Form 8-K may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Statements by the
Debtors’ of expectations, anticipations, beliefs, plans, intentions, targets,
estimates, or projections and similar expressions relating to the future are
forward-looking statements within the meaning of these laws. Forward-looking
statements in some cases can be identified by their being preceded by, followed
by or containing words such as "estimate," "plan," "project," "forecast,"
"intend," "expect," "anticipate," "believe," "seek," "target" and other similar
expressions. Forward-looking statements are based on assumptions and assessments
made by the Debtors’ management in light of their experience and their
perception of historical trends, current conditions, expected future
developments and other factors they believe to be appropriate. Any
forward-looking statements are not guarantees of the Debtors’ future performance
and are subject to risks and uncertainties that could cause actual results,
developments and business decisions to differ materially from those contemplated
by any forward-looking statements. Except as required by law, the Debtors
undertake no obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise.
Investors
are cautioned that all forward-looking statements involve risks and
uncertainties including without limitation the Debtors’ ability to continue as a
going concern; the Debtors’ ability to obtain additional debtor-in-possession
(“DIP”) financing or authorization to use cash collateral on an interim or final
basis to fund the Debtors’ working capital or other needs; the Debtors ability
to obtain Court approval with respect to motions in the chapter 11 cases
prosecuted by the Debtors’ from time to time; the Debtors’ ability to develop,
prosecute, confirm and consummate a plan of reorganization with respect to the
Debtors’ bankruptcy cases; risks associated with third parties seeking and
obtaining court approval to terminate or shorten the exclusivity period that the
Debtors have to propose and confirm a plan of reorganization, for the
appointment of a chapter 11 trustee or examiner or to convert the Debtors’
bankruptcy cases to cases under chapter 7 of the U.S. Bankruptcy Code; the
Debtors’ ability to obtain and maintain normal terms with vendors, service
providers, and leaseholders and to obtain orders authorizing payments to such
parties; the Debtors’ ability to maintain contracts that are critical to its
operations; the potential adverse impact of the Debtors’ bankruptcy cases on the
Debtors’ liquidity or results of operations; the Debtors’ ability to fund and
execute its business plan; the Debtors’ ability to attract, motivate and retain
key executives and employees; the Debtors’ ability to enter into hedging
contracts; general market conditions; adverse capital and credit market
conditions; the costs and accidental risks inherent in exploring and developing
new oil and natural gas reserves; the price for which such reserves and
production can be sold; fluctuation in prices of oil and natural gas; the
uncertainties inherent in estimating quantities of proved reserves and cash
flows; competition; actions by third party co-owners in properties in which the
Debtors also own an interest; acquisitions of properties and businesses;
operating hazards; environmental concerns affecting the drilling of oil and
natural gas wells; impairment of oil and natural gas properties due to
depletion, low oil and gas prices, or other causes; and hedging decisions,
including whether or not to hedge. Similarly, these and other factors, including
the terms of any reorganization plan ultimately confirmed, can affect the value
of the Debtors’ various pre-petition liabilities and the Debtors’ common stock.
No assurance can be given as to what values, if any, will be ascribed in the
chapter 11 cases to each of these constituencies. No assurance can be given that
there will be any remaining value for shareholders if and when the Debtors
emerge from bankruptcy. Accordingly, the Debtors urge that the
appropriate caution be exercised with respect to existing and future investments
in any of these liabilities and/or securities.
Item
9.01
Financial Statements and Exhibits.
(d) Exhibits
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99.1
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Aurora
Oil & Gas Corporation Monthly Operating Report for the twelve days
ended July 12, 2009 (pre-petition), nineteen days ended July 31, 2009
(post-petition), one month ended July 31, 2009, August 31, 2009 and
September 30, 2009, one and ten months ended October 31, 2009 and balances
as of July 12, 2009 (filing date), July 31, 2009, August 31, 2009,
September 30, 2009 and October 31,
2009.
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3
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99.2
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Hudson
Pipeline & Processing Co., LLC Monthly Operating Report for the twelve
days ended July 12, 2009 (pre-petition), nineteen days ended July 31, 2009
(post-petition), one month ended July 31, 2009, August 31, 2009 and
September 30, 2009, one and ten months ended October 31, 2009 and balances
as of July 12, 2009 (filing date), July 31, 2009, August 31, 2009,
September 30, 2009 and October 31,
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.
AURORA
OIL & GAS CORPORATION
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Date: November
20, 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