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): October 15, 2018

 

CARBON ENERGY CORPORATION
(Exact name of registrant as specified in charter)

 

Delaware   000-02040   26-0818050

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

 

1700 Broadway, Suite 1170, Denver, Colorado   80290
(Address of principal executive offices)   (Zip code)

 

  (720) 407-7043  
  (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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13a of the Exchange Act.  ☐

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement

 

On October 15, 2018, Carbon Energy Corporation, a Delaware corporation (“ Carbon ” or the “ Company ”), entered into an amendment (the “ Amendment ”) of that certain Membership Interest Purchase Agreement (as amended, supplemented or otherwise modified to date, the “ Purchase Agreement ”) by and among the Company, Old Ironsides Energy Fund II-A Portfolio Holding Company, LLC, a Delaware limited liability company (“ OIE II-A ”), and Old Ironsides Energy Fund II-B Portfolio Holding Company, LLC, a Delaware limited liability company (together with OIE II-A, the “ Sellers ”) dated May 4, 2018. The Amendment extends the date after which either Carbon or the Sellers may exercise certain termination rights from October 15, 2018 to November 6, 2018.

 

A copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K. The material terms of the Purchase Agreement are described in the Current Report on Form 8-K previously filed with the Securities and Exchange Commission on May 4, 2018. The description of the Amendment in this Current Report on Form 8-K is a summary and is qualified in its entirety by reference to the complete text of the Amendment.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

Exhibit Number

 

Description

   
10.1   Letter Amendment, dated October 15, 2018, to Membership Interest Purchase Agreement, dated as of May 4, 2018, by and among Old Ironsides Fund II-A Portfolio Holding Company, LLC, Old Ironsides Fund II-B Portfolio Holding Company, LLC, and Carbon Energy Corporation.

 

  1  

 

 

SIGNATURES

 

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

 

  CARBON ENERGY CORPORATION
October 19, 2018  
  /s/ Patrick R. McDonald
  Patrick R. McDonald,
  Chief Executive Officer

 

 

2

 

Exhibit 10.1

 

 

October 15, 2018

 

Old Ironsides Energy

10 St. James Avenue, 19 th Floor

Boston, Massachussetts 02116

Attention: Scott Carson

 

Re: Membership Interest Purchase Agreement dated as of May 4, 2018 by and among Old Ironsides Fund II-A Portfolio Holding Company, LLC , a Delaware limited liability company, and Old Ironsides Fund II-B Portfolio Holding Company, LLC , a Delaware limited liability company (together, the “ Sellers ”); and Carbon Natural Gas Company (n/k/a Carbon Energy Corporation ), a Delaware corporation (the “ Purchaser ”), as amended by that certain letter agreement dated July 20, 2018, by and among the Sellers and the Purchaser (collectively, “ Purchase Agreement ”)

 

Gentlemen:

 

In accordance with Section 9.3 of the Purchase Agreement, when executed by you below, this letter shall confirm the agreement between Sellers and Purchaser and amend the Purchase Agreement in the following respects:

 

(1) In Section 9.1(a)(iv) , the first phrase, which currently reads

 

“ by the Purchaser upon written notice to Sellers given at any time on or after October 15, 2018 (the “ Purchaser’s Outside Date ”); ”

 

is hereby amended to read as follows:

 

“ by the Purchaser upon written notice to Sellers given at any time on or after November 6, 2018 (the “ Purchaser’s Outside Date ”); ”

 

(2) In Section 9.1(a)(v) , the first phrase, which currently reads

 

“ by Sellers upon written notice to Purchaser given at any time on or after October 15, 2018 (the “ Sellers’ Outside Date ”); ”

 

is hereby amended to read as follows:

 

“ by Sellers upon written notice to Purchaser given at any time on or after November 6, 2018 (the “ Sellers’ Outside Date ”); ”

 

Otherwise the Purchase Agreement shall remain in full force and effect, in accordance with its existing terms and provisions.

 

This agreement amending the Purchase Agreement may be executed in any number of counterparts, and each counterpart hereof shall be effective as to each party that executes the same whether or not all parties execute the same counterpart. If counterparts of this agreement are executed, the signature pages from various counterparts may be combined into one composite instrument for all purposes. All counterparts together shall constitute only one agreement, but each counterpart shall be considered an original. This agreement may be executed and delivered by exchange by email of PDF copies showing the signatures of the parties, and those PDF copies showing the signatures of the parties will constitute originally signed copies of the same agreement requiring no further execution.

 

[Signatures Page Follows]

 

 
1700 Broadway, Suite 1170, Denver, Colorado 80290 Telephone 720 407 7030  Facsimile 720 407 7031
2480 Fortune Drive, Suite 300, Lexington, Kentucky 40509 Telephone 859 299 0771  Facsimile 859 299 0772
270 Quail Court, Suite B, Santa Paula, California 93060 Telephone 805 933 1901  Facsimile 805 933 9901

 

 

 

   

AGREED AND ACCEPTED as of the date first written above.

 

  SELLERS:
   
  OLD IRONSIDES FUND II-A PORTFOLIO HOLDING COMPANY, LLC
     
  By: /s/ Scott E. Carson
    Scott E. Carson
    Managing Partner
     
  OLD IRONSIDES FUND II-B PORTFOLIO HOLDING COMPANY, LLC
     
  By: /s/ Scott E. Carson
    Scott E. Carson
    Managing Partner
     
  PURCHASER:
     
  CARBON ENERGY CORPORATION
  (f/k/a Carbon Natural Gas Company)
     
  By: /s/ Patrick R. McDonald
    Patrick R. McDonald,
    Chief Executive Officer

 

Signature Page to Amendment