WARREN RESOURCES INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2014-12-24: Form 8-K; Period of report 2014-12-23; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2014-12-11: Form 8-K; Period of report 2014-12-11; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2014-12-10: Form 8-K; Period of report 2014-12-10; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2014-12-05: Form 8-K; Period of report 2014-12-04; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; Details 5.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2014-12-24 | 8-K | 2014-12-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 In connection with the appointment of Mr. Lance Peterson on December 4, 2014 as Interim Chief Executive Officer of Warren Resources, Inc. (the “Company”), the Company and Mr. Peterson entered into an agreement regarding his compensation on December 23, 2014 (the “Offer Letter”). | a14-26744_18k.htm |
| 2014-12-11 | 8-K | 2014-12-11 | 7.01 Regulation FD Disclosure | 7.01 On December 11, 2014, Warren Resources, Inc. (the “Company”) made available an investor presentation, which it intends to present or distribute on and after December 11, 2014. | a14-25920_28k.htm |
| 2014-12-10 | 8-K | 2014-12-10 | 7.01 Regulation FD Disclosure | 7.01 On December 10, 2014, Warren Resources, Inc. (the “Company”) issued a press release announcing its 2015 capital budget and production guidance. | a14-25920_18k.htm |
| 2014-12-05 | 8-K | 2014-12-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On December 4, 2014, Mr. Philp A. Epstein resigned from his positions as Chief Executive Officer and Chairman of the board of directors of Warren Resources, Inc. (the “Company”). 7.01 On December 5, 2014, the Company issued a press release announcing the changes in the Company’s leadership. | a14-25692_18k.htm |
| 2014-12-02 | 8-K | 2014-11-26 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.03 The description of the amendment to the Credit Facility under Item 1.01 above is incorporated in this Item 2.03 by reference. 7.01 On December 2, 2014, Warren issued a press release regarding the reaffirmation of its borrowing base. | a14-25243_18k.htm |
| 2014-11-04 | 8-K | 2014-11-04 | 2.02 Results of Operations and Financial Condition | 2.02 On November 4, 2014, Warren Resources, Inc. (the “Company”) issued a press release announcing its financial and operating results for the third quarter of 2014. | a14-23530_18k.htm |
| 2014-10-21 | 8-K | 2014-10-21 | 7.01 Regulation FD Disclosure | 7.01 On October 21, 2014, the Company issued a press release announcing that it will report third quarter 2014 financial results on Tuesday, November 4, 2014 by issuing a press release before the market opens and conducting a conference call on that date at 10:00 a.m. | a14-22688_18k.htm |
| 2014-09-18 | 8-K | 2014-09-18 | 8.01 Other Events | 8.01 As previously disclosed on the Current Report on Form 8-K filed August 12, 2014, Warren Resources, Inc. (the “Company”) completed its previously announced acquisition of Marcellus Shale assets in Wyoming County, Pennsylvania (the “Acquisition”) from Citrus Energy Appalachia, LLC, a wholly-owned subsidiary of Citrus Energy Corporation (“Citrus”), TLK Partners, LLC (“TLK”), and Troy Energy Investments, LLC. | a14-21065_18k.htm |
| 2014-09-18 | 8-K | 2014-09-18 | 7.01 Regulation FD Disclosure | 7.01 On September 18, 2014, Warren Resources, Inc. (the “Company”) made available an investor presentation, which it intends to present or distribute on and after September 18, 2014. | a14-21070_18k.htm |
| 2014-08-12 | 8-K | 2014-08-06 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 As previously disclosed in the Current Report on Form 8-K filed on July 7, 2014, Warren Resources, Inc. ("Warren") entered into the Purchase and Sale Agreement on July 6, 2014 (the "Asset Purchase Agreement") with Citrus Energy Appalachia, LLC ("CEA"), a wholly-owned subsidiary of Citrus Energy Corporation ("Citrus"), TLK Partners, LLC ("TLK"), and Troy Energy Investments, LLC ("TEI" and together with CEA and TLK, "Seller"), and joined in for certain purposes by Citrus, pursuant to which Warren agreed to acquire substantially all of Seller's assets in the Marcellus Shale in Wyoming County, Pennsylvania (the "Marcellus Assets") for an aggregate purchase price of approximately $352.5 million, subject to adjustments as provided in the Asset Purchase Agreement (the "Acquisition"). 2.01 As previously disclosed in the Current Report on Form 8-K filed on July 7, 2014, Warren entered into the Asset Purchase Agreement on July 6, 2014 with Seller pursuant to which Warren agreed to acquire substantially all of Seller's assets in the Marcellus Shale in Wyoming County, Pennsylvania for an aggregate purchase price of approximately $352.5 million, subject to customary adjustments as provided in the Asset Purchase Agreement. 2.03 On August 11, 2014, Warren issued $300,000,000 aggregate principal amount of the Notes in a private placement transaction exempt from registration requirements. 3.02 On August 11, 2014, in connection with the closing of the Acquisition, Warren issued to Citrus 6,666,667 shares of Warren common stock. 3.03 Each of the Indenture and Credit Facility contains a covenant, that, among other things, restricts Warren's ability to pay dividends or distributions or redeem or repurchase capital stock. 5.02 As previously disclosed in the Current Report on Form 8-K filed on July 7, 2014, on July 3, 2014, the Warren Board of Directors elected Lance Peterson, CEO and President of Citrus, a director upon consummation of the Acquisition. 7.01 On August 11, 2014, Warren announced that it had completed the Acquisition of the Marcellus Assets and the closing of the Credit Facility. 8.01 On August 11, 2014, Warren issued a press release announcing that it has completed its offering of 9.000% senior unsecured notes due 2022 at an issue price of 98.617% of the aggregate principal amount of the notes. | a2221104z8-k.htm |
| 2014-08-11 | 8-K | 2014-08-11 | 2.02 Results of Operations and Financial Condition | 2.02 On August 11, 2014, Warren Resources, Inc. (the “Company”) issued a press release announcing its financial and operating results for the second quarter of 2014. | a14-18718_18k.htm |
| 2014-08-08 | 8-K | 2014-08-06 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On August 6, 2014, Warren Resources, Inc. (the "Company") announced that it had priced an offering of 9.000% senior unsecured notes due 2022 (the "Notes") at an issue price of 98.617% of the aggregate principal amount of the Notes. 8.01 On August 6, 2014, the Company issued a press release announcing that it has priced its offering of 9.000% senior unsecured notes due 2022 at an issue price of 98.617% of the aggregate principal amount of the notes. | a2221069z8-k.htm |
| 2014-07-31 | 8-K | 2014-07-31 | 7.01 Regulation FD Disclosure | 7.01 On July 31, 2014, the Company issued a press release announcing that it will report second quarter 2014 financial results on Monday, August 11, 2014 by issuing a press release before the market opens and conducting a conference call on that date at 9:00 a.m. | a14-18057_18k.htm |
| 2014-07-25 | 8-K | 2014-07-24 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On July 24, 2014, Warren Resources, Inc. (the "Company") announced that it intends to raise $300 million in gross proceeds through an offering of senior unsecured notes due 2022. 8.01 On July 24, 2014, the Company issued a press release announcing that it intends to raise $300 million in gross proceeds through an offering of senior unsecured notes due 2022. | a2220910z8-k.htm |
| 2014-07-10 | 8-K | 2014-07-08 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a14-16925_18k.htm |
| 2014-07-07 | 8-K | 2014-07-03 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 On July 6, 2014, Warren Resources, Inc. (“Warren”) entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Citrus Energy Corporation (“Citrus”), Citrus Energy Appalachia, LLC (“CEA”), a wholly owned subsidiary of Citrus, TLK Energy, LLC (“TLK”), and Troy Energy Investments, LLC (“TEI” and together with Citrus, CEA and TLK, “Seller”). 5.02 In connection with the Acquisition, on July 3, 2014, the Warren Board of Directors agreed to elect Lance Peterson, CEO and President of Citrus, a director upon consummation of the Acquisition. 7.01 On July 7, 2014, Warren announced that it had entered into a definitive agreement with Citrus relating to the Acquisition. | a14-16640_18k.htm |
| 2014-06-13 | 8-K | 2014-06-10 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Warren Resources, Inc. held its Annual Meeting of Shareholders on June 10, 2014. | a14-15330_18k.htm |
| 2014-06-10 | 8-K | 2014-06-10 | 7.01 Regulation FD Disclosure | 7.01 On June 10, 2014, Warren Resources, Inc. (the “Company”) made available a presentation, which it intends to present at its 2014 Annual Meeting of Stockholders on June 10, 2014. | a14-15066_18k.htm |
| 2014-06-10 | 8-K | 2014-06-09 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.03 The description of the Second Amendment under Item 1.01 above is incorporated into this Item 2.03 by reference. 7.01 On June 9, 2014, Warren issued a press release describing the closing of the Second Amendment. | a14-15082_18k.htm |
| 2014-05-27 | 8-K | 2014-05-27 | 7.01 Regulation FD Disclosure | 7.01 On May 27, 2014, Warren Resources, Inc. (the “Company”) made available an investor presentation, which it intends to present or distribute on and after May 27, 2014. | a14-13421_18k.htm |
| 2014-05-07 | 8-K | 2014-05-07 | 2.02 Results of Operations and Financial Condition | 2.02 On May 7, 2014, Warren Resources, Inc. (the “Company”) issued a press release announcing its financial and operating results for the first quarter of 2014. | a14-11990_18k.htm |
| 2014-04-25 | 8-K | 2014-04-25 | 7.01 Regulation FD Disclosure | 7.01 On April 25, 2014, the Company issued a press release announcing that it will report first quarter 2014 financial results on Wednesday, May 7, 2014 by issuing a press release before the market opens and conducting a conference call on that date at 10:00 a.m. | a14-11198_18k.htm |
| 2014-03-26 | 8-K | 2014-03-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Warren Resources, Inc. (the “Company”) had previously entered into an executive employment agreement with Philip A. Epstein, Chief Executive Officer, on December 3, 2012 (the “Original Agreement”). | a14-9039_28k.htm |
| 2014-03-26 | 8-K | 2013-07-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously announced in a press release issued by Warren Resources, Inc. (the “Company”) on July 8, 2013, on and effective July 8, 2013 the Board of Directors of the Company appointed Timothy A. Larkin to the position of Executive Vice President-Mergers and Acquisitions and Stewart P. Skelly to Vice President and Chief Financial Officer. | a14-9039_18k.htm |
| 2014-03-19 | 8-K | 2014-03-19 | 7.01 Regulation FD Disclosure | 7.01 On March 19, 2014, Warren Resources, Inc. (the “Company”) made available an investor presentation, which it intends to present or distribute on and after March 19, 2014. | a14-8395_18k.htm |
| 2014-03-06 | 8-K | 2014-03-06 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 6, 2014, Warren Resources, Inc. (the “Company”) issued a press release announcing its financial results for fourth quarter and full year 2013. 7.01 On March 6, 2014, the Company issued a press release announcing its 2013 production and reserves and provided its 2014 capital budget. | a14-7542_18k.htm |
| 2014-02-18 | 8-K | 2014-02-17 | 7.01 Regulation FD Disclosure | 7.01 On February 18, 2014, Warren Resources, Inc. (NASDAQ:WRES) issued a press release entitled “Warren Resources Announces the Addition of Saema Somalya as Senior Vice President, General Counsel and Corporate Secretary”. | a14-6185_18k.htm |
| 2014-01-22 | 8-K | 2014-01-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 21, 2014, Mr. Timothy A. Larkin, Executive Vice President, Mergers and Acquisitions, of Warren Resources, Inc. (the “Company”) departed from the Company and will pursue other opportunities. | a14-4101_18k.htm |
| 2014-01-16 | 8-K | 2014-01-16 | 7.01 Regulation FD Disclosure | 7.01 On January 16, 2014, Warren Resources, Inc. (NASDAQ:WRES) issued a press release entitled “Warren Resources Announces the Addition of Robert Ferer as Corporate Development and Investor Relations Associate”. | a14-3751_18k.htm |
| 2014-01-14 | 8-K | 2014-01-13 | 7.01 Regulation FD Disclosure | 7.01 Warren Resources, Inc. intends to present or distribute the materials attached as Exhibit 99.1 from time to time on and after January 13, 2014. | a14-3497_18k.htm |
| 2014-01-10 | 8-K | 2014-01-10 | 7.01 Regulation FD Disclosure | 7.01 On January 10, 2014, Warren Resources, Inc. (NASDAQ:WRES) issued a press release entitled “Warren Resources Announces the Appointment of Jeff Keeler as Vice President, Project Development”. | a14-3294_28k.htm |
| 2014-01-10 | 8-K | 2014-01-09 | 7.01 Regulation FD Disclosure | 7.01 On January 9, 2014, Warren Resources, Inc. (NASDAQ:WRES) issued a press release entitled “Warren Resources to Present at the BMO Capital Markets 11th Annual Unconventional Resource Conference”. | a14-3294_18k.htm |