FORM 8-K

 

 

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 1, 2014

 

 

FOREST OIL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

New York

(State or other jurisdiction

of incorporation)

 

1-13515   25-0484900

(Commission

File Number)

  

(IRS Employer

Identification No.)

707 17th Street, Suite 3600, Denver, Colorado   80202
(Address of principal executive offices)   (Zip Code)

303.812.1400

(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)

 

  x 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 1.01. Entry into a Material Definitive Agreement.

On October 1, 2014 (the “Closing Date”), Forest Oil Corporation (“Forest”) agreed to purchase certain oil and gas properties located in the state of Texas (the “Oil and Gas Assets”) together with various other related interests, rights, wells, leasehold interests, records, equipment, and other assets (together with the Oil and Gas Assets, the “Assets”) from BP America Production Company (“BP”) and Brammer Engineering, Inc. (“Brammer,” and together with BP, the “Sellers”) pursuant to (i) a Closing Letter Agreement dated September 18, 2014 from BP, and accepted by Forest and Brammer on the Closing Date and (ii) a Deed and Assignment and Bill of Sale dated as of the Closing Date by and among Forest and the Sellers. The Assets exclude, among other things, certain rights, claims, credits, fee mineral interests, proprietary data, and records. The total consideration to be paid by Forest for the Assets is $20 million in cash, subject to customary adjustments to reflect the operation of the Oil and Gas Assets prior to the closing, title defects, and unresolved consents to assignment and environmental defects. There are no relationships between Forest or any of Forest’s officers, directors, or affiliates, on the one hand, and Sellers, on the other hand.

The foregoing is not a complete description of all of the terms and provisions of the Assignment and Bill of Sale and the Closing Letter Agreement and is qualified in its entirety by reference to the full text of the Assignment and Bill of Sale and the Closing Letter Agreement, copies of which are attached as exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure included in Item 1.01 above is incorporated into this Item 2.01 in its entirety.

 

Item 8.01. Other Events.

On October 6, 2014, Forest issued a press release providing an update on the progress of the proposed combination transaction with Sabine Oil & Gas LLC. The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit

   

Description

10.1    Assignment and Bill of Sale, dated as of October 1, 2014, by and among Forest Oil Corporation, BP America Production Company and Brammer Engineering, Inc.

 

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10.2    Closing Letter Agreement, dated as of September 18, 2014 and accepted as of October 1, 2014, by and among Forest Oil Corporation, BP America Production Company and Brammer Engineering, Inc.
99.1    Press Release.

 

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IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC

In connection with the proposed transactions, Forest Oil Corporation has filed a preliminary proxy statement and intends to file a definitive proxy statement with the Securities and Exchange Commission (“SEC”), and each of Sabine Oil & Gas LLC and Forest Oil Corporation also plan to file other relevant documents with the SEC regarding the proposed transactions. INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You may obtain a free copy of the definitive proxy statement (if and when it becomes available) and other relevant documents filed by Sabine Oil & Gas LLC and Forest Oil Corporation with the SEC at the SEC’s website at www.sec.gov. You may also obtain Forest’s documents by contacting Forest Oil Corporation’s Investor Relations department at www.forestoil.com or by email at IR@forestoil.com.

PARTICIPANTS IN THE SOLICITATION

Forest Oil Corporation, Sabine Oil & Gas LLC and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions. Information about Forest Oil Corporation’s directors is available in Forest Oil Corporation’s proxy statement filed with the SEC on March 26, 2014, for its 2014 annual meeting of shareholders, and information about Forest Oil Corporation’s executive officers is available in Forest Oil Corporation’s Annual Report on Form 10-K for 2013 filed with the SEC on February 26, 2014. Information about Sabine Oil & Gas LLC’s directors and executive officers is available in the preliminary proxy statement filed by Forest Oil Corporation on October 6, 2014. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the definitive proxy statement and other relevant materials to be filed with the SEC regarding the proposed transactions when they become available. Investors should read the definitive proxy statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Forest Oil Corporation using the sources indicated above.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements concerning the proposed transactions, its financial and business impact, management’s beliefs and objectives with respect thereto, and management’s current expectations for future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words “anticipates,” “may,” “can,” “plans,” “believes,” “estimates,” “expects,” “projects,” “intends,” “likely,” “will,” “should,” “to be,” and any similar expressions or other words of similar meaning are intended to identify those assertions as forward-looking statements. It is uncertain whether the events anticipated will transpire, or if they do occur what impact they will have on the results of operations and financial condition of Forest Oil Corporation or Sabine Oil & Gas LLC. These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including but not limited to the ability of the parties to satisfy the conditions precedent and consummate the proposed transactions, the timing of consummation of the

 

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proposed transactions, the ability of the parties to secure regulatory approvals in a timely manner or on the terms desired or anticipated, the ability of Forest Oil Corporation to integrate the acquired operations, the ability to implement the anticipated business plans following closing and achieve anticipated benefits and savings, and the ability to realize opportunities for growth. Other important economic, political, regulatory, legal, technological, competitive and other uncertainties are identified in the documents filed with the SEC by Forest Oil Corporation from time to time, including Forest Oil Corporation’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, including amendments to the foregoing. For additional information on the risks and uncertainties that could impact Sabine Oil & Gas LLC’s business and operations, as well as risks related to the transactions, please see the preliminary proxy statement filed by Forest Oil Corporation on October 6, 2014. The forward-looking statements included in this document are made only as of the date hereof. Neither Forest Oil Corporation nor Sabine Oil & Gas LLC undertakes any obligation to update the forward-looking statements included in this document to reflect subsequent events or circumstances.

 

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SIGNATURES

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.

 

    FOREST OIL CORPORATION
   

(Registrant)

Dated: October 6, 2014     By  

/s/ Victor A. Wind

      Victor A. Wind
      Executive Vice President and Chief Financial Officer

 

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INDEX TO EXHIBITS FILED WITH THE CURRENT REPORT ON FORM 8-K

 

Exhibit

   

Description

10.1    Assignment and Bill of Sale, dated as of October 1, 2014, by and among Forest Oil Corporation, BP America Production Company and Brammer Engineering, Inc.
10.2    Closing Letter Agreement, dated as of September 18, 2014 and accepted as of October 1, 2014, by and among Forest Oil Corporation, BP America Production Company and Brammer Engineering, Inc.
99.1    Press Release.

 

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