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EX-99.1 - EX-99.1 - Kodiak Oil & Gas Corpa13-2474_4ex99d1.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: January 10, 2013

(Date of earliest event reported)

 

KODIAK OIL & GAS CORP.

(Exact name of registrant as specified in its charter)

 

Commission File Number: 001-32920

 


 

Yukon Territory

 

N/A

(State or other jurisdiction of incorporation)

 

(IRS Employer Identification No.)

 

1625 Broadway, Suite 250

Denver, Colorado 80202

(Address of principal executive offices, including zip code)

 

(303) 592-8075

(Registrant’s telephone number, including area code)

 

Not Applicable

(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:

 

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 8.01 Other Events.

 

On January 10, 2013, Kodiak Oil & Gas Corp. announced that it upsized and priced a private offering of $350 million in aggregate principal amount of senior notes (the “Senior Notes”) due 2021 in a private placement to eligible investors.  The size of the offering was increased from the previously announced $300 million to $350 million. The Senior Notes bear interest at 5.50% per annum and are being issued at a price of 100% of their face amount.

 

The Senior Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and state securities laws.

 

A copy of the press release relating to the pricing of the Senior Notes is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.

 

Description

 

 

 

99.1

 

Press release of Kodiak Oil & Gas Corp. dated January 10, 2013 relating to the upsizing and pricing of the notes offering.

 

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SIGNATURE

 

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.

 

 

KODIAK OIL & GAS CORP.

 

 

 

 

 

 

By:

/s/ James P. Henderson

 

 

James P. Henderson

Date: January 10, 2013

 

Chief Financial Officer

 

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EXHIBIT INDEX

 

Exhibit
No.

 

Description

 

 

 

99.1

 

Press release of Kodiak Oil & Gas Corp. dated January 10, 2013 relating to the upsizing and pricing of the notes offering.

 

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