WARREN RESOURCES INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-12-28: Form 8-K; Period of report 2015-12-22; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 3.01.
- 2015-12-14: Form 8-K; Period of report 2015-12-08; 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.
- 2015-12-09: Form 8-K; Period of report 2015-12-04; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2015-11-30: Form 8-K; Period of report 2015-11-23; 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 |
|---|---|---|---|---|---|
| 2015-12-28 | 8-K | 2015-12-22 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 3.01 As previously disclosed, on June 24, 2015, Warren Resources, Inc. (the “Company”) received a deficiency letter from the Listing Qualifications Department of The NASDAQ Stock Market (the “Staff”) notifying the Company that, for the 30 consecutive business days preceding June 24, 2015, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion on The NASDAQ Global Market pursuant to NASDAQ Listing Rule 5450(a)(1) (the “Rule”). 5.02 On December 22, 2015, Saema Somalya, Senior Vice President, General Counsel and Corporate Secretary, notified the Company of her decision to resign from all positions with the Company effective December 31, 2015. | a15-25416_18k.htm |
| 2015-12-14 | 8-K | 2015-12-08 | 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 8, 2015, the effective separation date of certain executive officers from Warren Resources, Inc. (the “Company”) was determined in connection with the previously-announced relocation of the Company’s corporate headquarters from New York City to Denver, Colorado. 7.01 On December 14, 2015, the Company issued a press release announcing the separation dates of the officers named above and the appointment of John R. Powers as Vice President — Accounting. | a15-24951_18k.htm |
| 2015-12-09 | 8-K | 2015-12-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 4, 2015, Warren Resources, Inc. (the “Company”) adopted the First Amended and Restated Executive Severance Plan (the “Amended and Restated Plan”) in order to establish the category of “Tier 1 Employee” and related benefits for James A. Watt, the Company’s Chief Executive Officer, and to make certain other ancillary changes. | a15-24716_18k.htm |
| 2015-11-30 | 8-K | 2015-11-23 | 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 Effective November 23, 2015, the Board of Directors of Warren Resources, Inc. (the “Company”) appointed James A. Watt, the Company’s President and Chief Executive Officer, as a director. 7.01 On November 30, 2015, the Company issued a press release announcing the appointment of Frank T. Smith, Jr. as Senior Vice President and Chief Financial Officer. | a15-24219_18k.htm |
| 2015-11-16 | 8-K | 2015-11-13 | 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 November 13, 2015, the Board of Directors of Warren Resources, Inc. (the “Company”) appointed James A. Watt to serve as the Company’s President and Chief Executive Officer, reporting to the Board of Directors, effective November 16, 2015 (the “Effective Date”). 7.01 On November 16, 2015, the Company issued a press release announcing the appointment of James A. Watt as President and Chief Executive Officer. | a15-23108_18k.htm |
| 2015-11-09 | 8-K | 2015-11-09 | 2.02 Results of Operations and Financial Condition | 2.02 On November 9, 2015, Warren Resources, Inc. (the “Company”) issued a press release announcing its financial and operating results for the third quarter of 2015. | a15-22428_28k.htm |
| 2015-11-06 | 8-K | 2015-11-02 | 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 November 6, 2015, Warren Resources, Inc. (the “Company”) announced that, on November 2, 2015, Stewart P. Skelly informed the Company of his resignation from the position of Vice President and Chief Financial Officer and his departure from the Company effective November 6, 2015. 7.01 On November 6, 2015, the Company issued a press release announcing Mr. Skelly’s resignation and the appointment of Mr. Gelman as interim Chief Financial Officer and interim Chief Accounting Officer. | a15-22428_18k.htm |
| 2015-10-22 | 8-K | 2015-10-22 | 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; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 On October 22, 2015, Warren Resources, Inc. (the “Company”), a Maryland corporation, entered into a Second Lien Credit Agreement (the “Second Lien Credit Agreement”), by and among the Company, Cortland Capital Market Services, LLC, as Administrative Agent (the “Agent”), and the lenders from time to time a party thereto. 2.03 See “Second Lien Credit Agreement” in Item 1.01 above, the contents of which are incorporated by reference herein. 3.02 On October 22, 2015, in connection with the exchange by certain holders of the Company’s Senior Unsecured Notes for Converted Loans and shares of the Company’s Common Stock as described in “Second Lien Credit Agreement” in Item 1.01 above, the Company issued 4,000,000 shares of the Company’s Common Stock. 7.01 On October 22, 2015, the Company issued a press release announcing the closing of the Second Lien Facility and the completion of the related exchange of Senior Unsecured Notes. | a15-21538_18k.htm |
| 2015-10-20 | 8-K | 2015-10-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 15, 2015, the Company entered into Retention Agreements (the “Retention Agreements”) with each of Mr. Stewart Skelly, Vice President and CFO, Mr. Jeffrey Keeler, Vice President of Corporate Development, and Ms. Saema Somalya, Senior Vice President, General Counsel and Corporate Secretary, who collectively comprise the named executive officers located in the Company’s New York City office (the “Retained NYC Officers”). | a15-21375_18k.htm |
| 2015-10-06 | 8-K | 2015-10-06 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, the senior management of Warren Resources, Inc. (the “Company”) will present at the IPAA OGIS San Francisco Conference on Tuesday, October 6, 2015 at 11:30 a.m. | a15-20697_18k.htm |
| 2015-09-30 | 8-K | 2015-09-30 | 2.05 Costs Associated with Exit or Disposal Activities; 7.01 Regulation FD Disclosure | 2.05 On September 30, 2015, Warren Resources, Inc. (the “Company”) announced that the corporate headquarters will be relocated to its pre-existing Denver, Colorado office effective immediately. 7.01 On September 30, 2015, the Company issued a press release announcing the relocation of the Company’s headquarters to Denver, Colorado and Mr. D’Alleva’s appointment as permanent Chairman of the Board. | a15-20478_18k.htm |
| 2015-09-17 | 8-K | 2015-09-17 | 7.01 Regulation FD Disclosure | 7.01 As previously announced, the senior management of Warren Resources, Inc. (the “Company”) will present at the Imperial Capital Global Opportunities Conference on Thursday, September 17, 2015 at approximately 9:30 a.m. | a15-19734_18k.htm |
| 2015-09-01 | 8-K | 2015-08-28 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a15-18819_18k.htm |
| 2015-08-19 | 8-K | 2015-08-19 | 7.01 Regulation FD Disclosure | 7.01 On August 19, 2015, Warren Resources, Inc. (the “Company”) made available an investor presentation, which it intends to present or distribute on and after August 19, 2015. | a15-18156_28k.htm |
| 2015-08-18 | 8-K | 2015-08-18 | 7.01 Regulation FD Disclosure | 7.01 On August 18, 2015, Warren Resources, Inc. issued a press release announcing initial results of recent Upper Marcellus well completions. | a15-18156_18k.htm |
| 2015-08-04 | 8-K | 2015-08-04 | 2.02 Results of Operations and Financial Condition | 2.02 On August 4, 2015, Warren Resources, Inc. (the “Company”) issued a press release announcing its financial and operating results for the second quarter of 2015. | a15-16802_18k.htm |
| 2015-07-27 | 8-K | 2015-07-27 | 7.01 Regulation FD Disclosure | 7.01 On July 27, 2015, Warren Resources, Inc. (“Warren”) issued a press release announcing that it has completed its offer to exchange up to $230,410,000 aggregate principal amount of its 9.00% Senior Notes due 2022 that were not registered under the Securities Act of 1933, as amended (the “Securities Act”), for an equal principal amount of its 9.00% Senior Notes due 2022 that have been registered under the Securities Act. | a15-16265_18k.htm |
| 2015-07-23 | 8-K | 2015-07-23 | 7.01 Regulation FD Disclosure | 7.01 On July 23, 2015, Warren Resources, Inc. issued a press release announcing that it has extended the expiration date of its registered offer to exchange up to $230,410,000 aggregate principal amount of its 9.000% Senior Notes due 2022, which have been registered under the Securities Act of 1933, as amended, for up to $230,410,000 of its outstanding 9.000% Senior Notes due 2022, which were previously issued in a private placement, until 5:00 p.m., New York City time, on July 23, 2015. | a15-15882_28k.htm |
| 2015-07-14 | 8-K | 2015-07-14 | 7.01 Regulation FD Disclosure | 7.01 On July 14, 2015, the Company issued a press release announcing the appointment of Egon Zehnder to assist the Company identify and hire a permanent CEO. | a15-15627_18k.htm |
| 2015-07-13 | 8-K | 2015-07-13 | 7.01 Regulation FD Disclosure | 7.01 On July 13, 2015, the Company issued a press release announcing its preliminary second quarter production results and other operational updates. | a15-15541_18k.htm |
| 2015-06-26 | 8-K | 2015-06-24 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On June 24, 2015, Warren Resources, Inc. (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of The NASDAQ Stock Market notifying the Company that, for the last 30 consecutive business days, the bid price for the Company’s common stock had closed below the minimum $1.00 per share requirement for continued inclusion on The NASDAQ Global Market pursuant to NASDAQ Listing Rule 5450(a)(1) (the “Rule”). | a15-14784_18k.htm |
| 2015-06-23 | 8-K | 2015-06-23 | 7.01 Regulation FD Disclosure | 7.01 On June 23, 2015, Warren Resources, Inc. (the “Company”) made available an investor presentation, which it intends to present or distribute on and after June 23, 2015. | a15-14523_18k.htm |
| 2015-06-22 | 8-K | 2015-06-22 | 7.01 Regulation FD Disclosure | 7.01 On June 22, 2015, Warren Resources, Inc. (“Warren”) issued a press release announcing that it has commenced its offer to exchange up to $230,410,000 aggregate principal amount of its 9.00% Senior Notes due 2022 that were not registered under the Securities Act of 1933, as amended (the “Securities Act”), for an equal principal amount of its 9.00% Senior Notes due 2022 that have been registered under the Securities Act. | a15-14189_28k.htm |
| 2015-06-16 | 8-K | 2015-06-16 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On June 16, 2015, the Company issued a press release announcing the sale of the Company’s Wyoming coalbed methane assets and related midstream pipeline assets to Escalera. | a15-14189_18k.htm |
| 2015-06-08 | 8-K | 2015-06-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 After receiving the requisite number of votes for approval from the stockholders of Warren Resources, Inc. (the “Company”) at the Company’s 2015 Annual Meeting of Stockholders (the “Annual Meeting”), the Second Amendment (the “Second Amendment”) to the Warren Resources, Inc. 2010 Stock Incentive Plan (as amended, the “2010 Plan”) became effective June 2, 2015. | a15-13709_18k.htm |
| 2015-06-04 | 8-K | 2015-06-02 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Warren Resources, Inc. held its Annual Meeting of Shareholders on June 2, 2015. | a15-13468_18k.htm |
| 2015-05-26 | 8-K | 2015-05-22 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.03 Material Modification to Rights of Security Holders; 7.01 Regulation FD Disclosure | 1.01 On May 22, 2015, Warren Resources, Inc. (the “Company”), a Maryland corporation, entered into a Credit Agreement (the “Credit Agreement”), by and among the Company, Wilmington Trust, National Association, as Administrative Agent (the “Agent”), GSO Capital Partners LP, as Sole Lead Arranger and Sole Bookrunner (“GSO”), and the lenders from time to time a party thereto. 1.02 As described above, proceeds from the Credit Facility have been used to refinance the Company’s existing indebtedness under the 2014 Credit Facility. 2.03 See Item 1.01 above, the contents of which are incorporated by reference herein. 3.03 See Item 1.01 above, the contents of which are incorporated by reference herein. 7.01 On May 26, 2015, the Company issued a press release announcing the closing of the Credit Facility and the completion of the related exchange of Senior Notes. | a15-12679_18k.htm |
| 2015-05-07 | 8-K/A | 2015-05-07 | 2.02 Results of Operations and Financial Condition | 2.02 On May 7, 2015, the Company issued a corrected press release announcing its financial and operating results for the first quarter of 2015. | a15-10918_28ka.htm |
| 2015-05-07 | 8-K | 2015-05-07 | 2.02 Results of Operations and Financial Condition | 2.02 On May 7, 2015, Warren Resources, Inc. (the “Company”) issued a press release announcing its financial and operating results for the first quarter of 2015. | a15-10918_18k.htm |
| 2015-04-20 | 8-K | 2015-04-16 | 7.01 Regulation FD Disclosure | 7.01 On April 20, 2015, Warren Resources, Inc. (the “Company”) made available an investor presentation, which it intends to present or distribute on and after April 20, 2015. | a15-9437_18k.htm |
| 2015-04-15 | 8-K | 2015-04-09 | 1.02 Termination of a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.02 On April 13, 2015, Marcus C. Rowland, a director of the Company, agreed that the consulting services agreement that he entered into with Warren Resources, Inc. (the “Company”) on July 9, 2014 (the “Consulting Services Contract”) will be cancelled effective May 1, 2015 and that no further fees will accrue to him under the Consulting Services Contract after such date. 5.02 On April 9, 2015, Thomas G. Noonan notified Warren Resources, Inc. (the “Company”) of his decision to not stand for re-election to the Board of Directors (the “Board”) when his current term expires at the Company’s 2015 Annual Meeting of Stockholders. | a15-9110_18k.htm |
| 2015-03-11 | 8-K | 2015-03-11 | 2.02 Results of Operations and Financial Condition | 2.02 On March 11, 2015, Warren Resources, Inc. (the “Company”) issued a press release announcing its financial results for fourth quarter and full year 2014. | a15-6486_18k.htm |
| 2015-03-03 | 8-K | 2015-03-03 | 7.01 Regulation FD Disclosure | 7.01 On March 3, 2015, Warren Resources, Inc. issued a press release announcing its estimated 2014 oil and gas reserves. | a15-5820_18k.htm |
| 2015-02-27 | 8-K | 2015-02-27 | 7.01 Regulation FD Disclosure | 7.01 On February 27, 2015, the Company issued a press release announcing that it will report fourth quarter 2014 financial results on Wednesday, March 11, 2015 by issuing a press release before the market opens and conducting a conference call on that date at 10:00 a.m. | a15-5535_18k.htm |
| 2015-01-26 | 8-K | 2015-01-26 | 7.01 Regulation FD Disclosure | 7.01 On January 26, 2015, Warren Resources, Inc. (the “Company”) issued a press release announcing expected total production volumes for 2014 and updates to its 2015 capital budget and production guidance. | a15-3095_18k.htm |
| 2015-01-02 | 8-K | 2014-12-31 | 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 resignation of Mr. Philip A. Epstein from Warren Resources, Inc. (the “Company”) on December 4, 2014, the Company and Mr. Epstein entered into a Separation Agreement and General Release on December 31, 2014 (the “Separation Agreement”), which will become effective on January 8, 2015, unless revoked prior to that day by Mr. Epstein. | a14-26744_38k.htm |