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): April 17, 2008
Storm Cat Energy
Corporation
(Exact
Name of Registrant as Specified in Charter)
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British Columbia,
Canada
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001-32628
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06-1762942
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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1125 17th Street, Suite
2310, Denver, Colorado 80202
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (303) 991-5070
N/A
(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))
Item
1.01. Entry
into a Material Definitive Agreement.
On
April 17, 2008, Storm Cat Energy (USA) Corporation (“Storm Cat (USA)”), a wholly
owned subsidiary of Storm Cat Energy Corporation (“Storm Cat”), entered into a
First Amendment to Credit Agreement (the “Amendment”) by and among Storm Cat
(USA), Storm Cat and each of Storm Cat (USA)’s subsidiaries, to amend the Credit
Agreement (the “Credit Agreement”), with Wells Fargo Foothill, LLC, as Agent,
and the Lenders party thereto, which provides for a term loan facility and a
revolving credit facility (the “Credit Facility”). Storm
Cat (USA) entered into the Amendment to, among other things, increase
the term loan facility from an aggregate principal amount of $30,000,000 to an
aggregate principal amount of $40,000,000.
Each
loan under the Credit Facility bears interest at a base rate or Eurodollar rate,
as requested by Storm Cat, plus an applicable percentage based on Storm Cat's
usage of the facility. The applicable margin above the base rate and
the Eurodollar rate for the term loan is 6.75% and 8.00%,
respectively. The applicable margin above the base rate and the
Eurodollar rate for the revolving credit facility ranges from 0.75% to 1.25% and
2.00% and 2.50%, respectively, in each case depending on Storm Cat’s usage under
the borrowing base.
The
Amendment contains customary representations and warranties (including those
relating to absence of defaults, authority and enforceability and
approvals). The Amendment also modified the existing financial
covenants. The amended financial covenants are as
follows:
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(1)
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Minimum
quarterly EDITDA (as defined in the Credit Agreement) of $5,220,000 for
the quarter ending March 31, 2008, $9,000,000 for the quarter ending June
30, 2008, $13,000,000 for the quarter ending September 30, 2008,
$17,500,000 for the quarter ending December 31, 2008,
$25,000,000 for the quarter ending March 31, 2009, $32,500,000 for the
quarter ending June 30, 2009, and $37,300,000 for the quarter ending
September 30, 2009 and for each quarter ending
thereafter;
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(2)
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Minimum
average daily production for any quarterly period of 10,500 for the
quarter ending March 31, 2008, 16,750 for the quarter ending June 30,
2008, 23,000 for the quarter ending September 30, 2008, 30,200 for the
quarter ending December 31, 2008, 33,200 for the quarter ending
March 31, 2009, 38,500 for the quarter ending June 30, 2009, and 40,600
for the quarter ending September 30, 2009 and for each quarter ending
thereafter;
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(3)
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Minimum
Asset Coverage Ratio (based on a discounted net present value of "Proved
Reserves"), calculated each quarter, of
1.60:1.00;
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(4)
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Minimum
Interest Coverage Ratio (based on EBIDTA and interest expense excluding
interest expense associated with Storm Cat's Series A and B Convertible
Notes) of 1.00:1.00 for the quarter ending March 31, 2008, 1.50:1.00 for
the quarter ending June 30, 2008, 2.00:1.00 for the quarter ending
September 30, 2008, 2.50:1.00 for the quarter ending December
31, 2008, 3.00:1.00 for the quarter ending March 31, 2009, and 3.50:1.00
for the quarter ending June 30, 2009 and for each quarter ending
thereafter; and
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(5)
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Minimum
Leverage Ratio of 10.54:1.00 for the quarter ending March 31, 2008,
7.22:1.00 for the quarter ending June 30, 2008, 5.00:1.00 for the quarter
ending September 30, 2008, 3.71:1.00 for the quarter ending December 31,
2008, 3.60:1.00 for the quarter ending March 31, 2009, 2.77:1.00 for the
quarter ending June 30, 2009, and 2.50:1.00 for the quarter ending
September 30, 2009 and for each quarter ending
thereafter.
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The foregoing is
qualified in its entirety by reference to the Amendment, a conformed copy of
which is attached hereto as Exhibit 4.1 and incorporated herein by
reference.
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Item
2.03.
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Creation
of a Direct Financial Obligation or on Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
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The information set
forth above under Item 1.01 of this Current Report on Form 8-K is incorporated
herein by reference.
Item
9.01. Financial
Statements and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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4.1
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First
Amendment to Credit Agreement, dated as of April 17, 2008, by and among
Storm Cat Energy (USA) Corporation, Storm Cat Energy Corporation, Storm
Cat Energy (Alaska) LLC, Storm Cat Energy (Powder River) LLC, Storm Cat
Energy (Fayetteville) LLC, Triple Crown Gathering Corporation, Storm Cat
Energy (USA) Operating Corporation, the lenders party thereto and Wells
Fargo Foothill, LLC, as Agent
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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.
| STORM CAT ENERGY CORPORATION | |||
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Date: April 22,
2008
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By:
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/s/ Paul Wiesner | |
| Paul Wiesner | |||
| Chief Financial Officer | |||
Exhibit Index
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Exhibit
No.
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Description
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4.1
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First
Amendment to Credit Agreement, dated as of April 17, 2008, by and among
Storm Cat Energy (USA) Corporation, Storm Cat Energy Corporation, Storm
Cat Energy (Alaska) LLC, Storm Cat Energy (Powder River) LLC, Storm Cat
Energy (Fayetteville) LLC, Triple Crown Gathering Corporation, Storm Cat
Energy (USA) Operating Corporation, the lenders party thereto and Wells
Fargo Foothill, LLC, as
Agent
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