Item 1.01 Entry into a Material Definitive Agreement
The information set forth under Item 1.03 "Bankruptcy or Receivership" is
incorporated herein by reference.
Item 1.03 Bankruptcy or Receivership.
As previously disclosed in the Current Report on Form 8-K filed on October 28,
2009 by CanArgo Energy Corporation (the "Company"), on October 28, 2009, the
Company filed a voluntary petition seeking relief under Chapter 11 (the
"Chapter 11 Case") of the United States Bankruptcy Code (the "Bankruptcy Code")
in the United States Bankruptcy Court for the Southern District of New York (the
"Bankruptcy Court"). The Chapter 11 Case is being administered under the caption
In re CanArgo Energy Corporation, No. 09-16453.
On October 29, 2009, the Company as Debtor in Possession and Persistency (the
"Lender") entered into a Debtor-in-Possession Financing Agreement (the "DIP
Credit Agreement") and other financing documents by and between the Debtor and
the Lender and by and between certain of Debtor's direct and indirect
subsidiaries and Lender, including forms of Secured Promissory Note, Security
Agreement, Pledge Agreement under New York Law, Security Agreement under
Guernsey Law and Subsidiary Guarantee Agreement (together with the DIP Credit
Agreement, collectively, the "Financing Documents"). The Bankruptcy Court
subsequently approved the DIP Credit Agreement and authorized a draw down
pursuant to an Interim Financing Order.
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The DIP Credit Agreement was previously summarized in the Term Sheet comprising
Exhibit A to the Plan Support and Lock-Up Agreement filed as an Exhibit to the
Company's Current Report on Form 8-K filed on October 28, 2009, and the Company
also disclosed that the DIP Credit Agreement provides for a commitment by the
Lender to lend the Debtor up to $1.2 million in one or more advances, which
advances may not be repaid and re-borrowed. The proceeds from the initial
advance under the DIP Credit Agreement were used to repay the outstanding amount
of $73,122 due under a bridge loan of up to $550,000 (under which $408,470 was
drawn and partly repaid) previously provided by Persistency to CanArgo Limited,
the Company's wholly owned Guernsey subsidiary and the reimbursement of
professional fees previously incurred by Persistency in the amount of $253,087
and, among other things, to provide the Company with working capital for general
corporate purposes. The DIP Credit Agreement contains events of default and
includes certain financial covenants. The above summary of the DIP Credit
Agreement is qualified in its entirety by reference to the DIP Credit Agreement
and related Financing Documents, copies of which, in the form approved by the
Bankruptcy Court, are attached hereto as Exhibits 10.1 through 10.6.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.03 "Bankruptcy or Receivership" is
incorporated herein by reference.
Item 8.01 Other Events.
Periodic Reports
Under the Bankruptcy Code and related rules, the Company is required to file
certain information and periodic reports with the Bankruptcy Court. The reports
are limited in scope, cover a limited time period and will be prepared solely
for the purpose of the Debtor's compliance with the reporting requirements of
the Bankruptcy Court. The financial information in the reports will not be
audited or reviewed by independent registered accountants and will not be
presented in accordance with generally accepted accounting principles, will be
in a format prescribed by applicable bankruptcy laws and will be subject to
future adjustment and reconciliation. There can be no assurance that the reports
will be complete. The reports also will contain information for periods which
may be shorter or otherwise different from those contained in reports required
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). The reports will not include footnotes that would ordinarily be contained
in the financial statements in the Company's quarterly and annual reports
pursuant to the Exchange Act. In addition, the income tax provision in the
reports will be difficult to ascertain as a result of many factors, including,
among other things, the Company's inability to predict taxable income that may
be generated as a result of any cancellation of indebtedness that might occur as
a result of the bankruptcy proceeding involving the Company. Results set forth
in the reports should not be viewed as indicative of future results.
Bankruptcy Materials
On October 28, 2009, the Company filed certain materials with the Bankruptcy
Court (together with future filings with the Bankruptcy Court, the "Bankruptcy
Materials"). The Bankruptcy Materials contain unaudited summary financial
information relating to the Company's assets and liabilities and operating
results in the form required under the Bankruptcy Code and the rules and
regulations thereunder. The Bankruptcy Materials are available to the public via
the Bankruptcy Court's Case Management/Electronic Case Filing system at
http://ecf.mdb.uscourts.gov and in paper format at the following address:
Bankruptcy
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Clerk's Office, U.S. Bankruptcy Court, Alexander Hamilton Custom House, One
Bowling Green, New York, NY 10004-1408 (telephone number: (212) 668-2870).
The Bankruptcy Materials contain financial information that has not been and
will not be audited or reviewed by independent registered accountants and is and
will not be not presented in accordance with generally accepted accounting
principles. The information contained in the Bankruptcy Materials has been and
will be prepared in accordance with the Bankruptcy Code and the rules and
regulations thereunder and was not and will not be prepared for the purpose of
providing a basis for an investment decision relating to any securities of the
Company. The Bankruptcy Materials also contain information for periods that are
shorter or otherwise different from those required by the periodic reporting
requirements of the Exchange Act, and the rules and regulations thereunder, and
such information may not be indicative of the Company's financial condition or
operating results for the period that would be reflected in its financial
statements or in its reports pursuant to the Exchange Act or the rules and
regulations thereunder. Results set forth in the Bankruptcy Materials should not
be viewed as indicative of future results. There can be no assurance that the
Bankruptcy Materials are complete. The Company may amend, supplement or
otherwise change the information contained in the Bankruptcy Materials at a
future date.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Debtor in Possession Financing Agreement
10.2 Form of Secured Promissory Note
10.3 Form of Security Agreement
10.4 Form of U.S. Pledge Agreement
10.5 Form of Guernsey Pledge Agreement
10.6 Form of Subsidiary Guarantee
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