UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-K/A
(Amendment No. 1)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2012
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 333-177534
MILAGRO OIL & GAS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | | 26-1307173 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) |
| | | |
| 1301 McKinney, Suite 500, Houston, Texas | | 77010 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code (713) 750-1600
Securities registered pursuant to Section 12(b) of the Exchange Act:
None
Securities registered pursuant to Section 12(g) of the Exchange Act:
None
Indicate by check mark whether the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 of 15(d) of the Exchange Act. Yes o No x
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | | o | | Accelerated filer | | o |
| | | | |
| Non-accelerated filer | | x | | Smaller reporting company | | o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of April 2, 2013, there were 280,400 shares of the registrant’s common stock, par value $.01 per share, outstanding.
Explanatory Note
The purpose of this Amendment No. 1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on March 29, 2013 (the “Form 10-K”), is solely to file Exhibits 23.1 and 99.1 that were inadvertently omitted from the Form 10-K. Exhibit 23.1 is the consent of W.D. Von Gonten & Co. (“Von Gonten”), our independent reserve engineers, and Exhibit 99.1 is the reserve report letter prepared by Von Gonten as of December 31, 2012 and dated March 5, 2013.
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Form 10-K.
TABLE OF CONTENTS
PART IV. OTHER INFORMATION
Item 15. Exhibits
SIGNATURES
Item 15. Exhibits, Financial Statement Schedules
| | 1. | Financial Statements. Reference is made to the Index to Consolidated Financial Statements at Item 8 of this annual report on Form 10-K. |
| | 2. | Financial Statement Schedules. All schedules are omitted because they are not applicable or the required information is shown in the financial statements or the notes to the financial statements. |
Description of Exhibits
Number Exhibit No. | | Description |
| | |
| 2.1 | | Agreement and Plan of Conversion between Milagro Mezz, LLC and Milagro Holdings, LLC dated October 8, 2009 (incorporated by reference to Exhibit 2.5 to the Registration Statement on Form S-4 of Milagro Oil & Gas, Inc. filed on October 27, 2011). |
| | |
| 2.2 | | Certificate of Conversion of Milagro Mezz, LLC dated October 8, 2009 (incorporated by reference to Exhibit 2.6 to the Registration Statement on Form S-4 of Milagro Oil & Gas, Inc. filed on October 27, 2011). |
| | |
| 3.1 | | Certificate of Incorporation of Milagro Mezz, Inc. dated October 8, 2009 (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-4 of Milagro Oil &Gas, Inc. filed on October 27, 2011). |
| | |
| 3.2 | | Certificate of Amendment to Certificate of Incorporation of Milagro Mezz, Inc. dated January 11, 2010 (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-4 of Milagro Oil & Gas, Inc. filed on October 27, 2011). |
| | |
| 3.3 | | Certificate of Designation of Milagro Mezz, Inc. dated January 13, 2010 (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-4 of Milagro Oil &Gas, Inc. filed on October 27, 2011). |
| | |
| 3.4 | | Certificate of Amendment to Certificate of Incorporation of Milagro Mezz, Inc. dated February 24, 2011 (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-4 of Milagro Oil & Gas, Inc. filed on October 27, 2011). |
| | |
| 3.5 | | Certificate of Amendment to Certificate of Incorporation of Milagro Mezz, Inc. dated May 11, 2011 (incorporated by reference to Exhibit 3.5 to the Registration Statement on Form S-4 of Milagro Oil & Gas, Inc. filed on October 27, 2011). |
| | |
| 3.6 | | Bylaws of Milagro Mezz, Inc. dated October 8, 2009 (incorporated by reference to Exhibit 3.6 to the Registration Statement on Form S-4 of Milagro Oil & Gas, Inc. filed on October 27, 2011). |
| | |
| 3.7 | | First Amendment to Bylaws of Milagro Mezz, Inc. dated August 18, 2010 (incorporated by reference to Exhibit 3.7 to the Registration Statement on Form S-4 of Milagro Oil &Gas, Inc. filed on October 27, 2011). |
| | |
| 4.1 | | Indenture dated as of May 11, 2011 by and among Milagro Oil & Gas, Inc., the guarantors named therein, and Wells Fargo Bank, N.A., as trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 of Milagro Oil & Gas, Inc. filed on October 27, 2011). |
| | |
| 4.2 | | Stockholders’ Agreement of Milagro Mezz, Inc. dated January 13, 2010 (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-4 of Milagro Oil &Gas, Inc. filed on October 27, 2011). |
| | |
| 4.3 | | First Amendment to Stockholders’ Agreement of Milagro Mezz, Inc. dated August 30, 2010 (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form S-4 of Milagro Oil & Gas, Inc. filed on October 27, 2011). |
Number Exhibit No. | | Description |
| | | |
| 10.1 | | Monitoring Agreement dated as of November 30, 2007 among Milagro Holdings, LLC, Acon Funds Management, L.L.C., Guggenheim Corporate Funding, LLC and West Coast Energy Management Partners LLC (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-4 of Milagro Oil & Gas, Inc. filed on October 27, 2011). |
| | |
| 10.2 | | Amended and Restated First Lien Credit Agreement dated as of May 11, 2011 among Milagro Exploration, LLC and Milagro Producing, LLC, as borrowers, Milagro Oil & Gas, Inc., as guarantor, Wells Fargo Bank, N.A., as administrative agent, issuer and swing line lender, and the lenders from time to time parties thereto (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-4 of Milagro Oil &Gas, Inc. filed on October 27, 2011). |
| | |
| 10.3 | | Employment Agreement of Robert D. LaRocque dated January 1, 2011 (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-4 of Milagro Oil & Gas, Inc. filed on October 27, 2011). |
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| 10.4 | | Employment Agreement of Gary Mabie dated May 14, 2010 (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-4 of Milagro Oil & Gas, Inc. filed on October 27, 2011). |
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| 10.5 | | Employment Agreement of Marshall L. Munsell dated November 30, 2007 (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-4 of Milagro Oil & Gas, Inc. filed on October 27, 2011). |
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| 10.6 | | Employment Agreement of Thomas C. Langford dated November 30, 2007 (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-4 of Milagro Oil & Gas, Inc. filed on October 27, 2011). |
| | | |
| 10.7 | | Consulting Agreement among Milagro Oil & Gas, Inc., Milagro Holdings, LLC and Sequitur Energy Management II, LLC dated October 3, 2012 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Milagro Oil & Gas, Inc. filed on November 13, 2012). |
| | | |
| 10.8 | | Severance Agreement and Mutual Relapse between Milagro Holdings, LLC and James G. Ivey dated effective December 27, 2012 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A of Milagro Oil & Gas, Inc. filed on January 3, 2013). |
| | | |
| 21.1 | | Subsidiaries of Milagro Oil & Gas, Inc. (incorporated by reference to Exhibit 21.1 to the Annual Report on Form 10-K of Milagro Oil & Gas, Inc. filed on March 29, 2013). |
| | | |
| 23.1* | | Consent of W.D. Von Gonten &Co. |
| | | |
| 31.1 | | Certification of Principal Executive Officer. pursuant to Rule 13a-14(a)/Rule 15d-4(a) promulgated under the Securities Exchange Act of 1934, as amended. (incorporated by reference to Exhibit 31.1 to the Annual Report on Form 10-K of Milagro Oil & Gas, Inc. filed on March 29, 2013). |
| | | |
| 31.2 | | Certification of Principal Financial Officer. pursuant to Rule 13a-14(a)/Rule 15d-4(a) promulgated under the Securities Exchange Act of 1934, as amended. (incorporated by reference to Exhibit 31.2 to the Annual Report on Form 10-K of Milagro Oil & Gas, Inc. filed on March 29, 2013). |
| | | |
| 32.1 | | Certification of Principal Executive Officer. pursuant to Rule 13a-14(b)/Rule 15d-4(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code. (incorporated by reference to Exhibit 32.1 to the Annual Report on Form 10-K of Milagro Oil & Gas, Inc. filed on March 29, 2013). |
| | | |
| 32.2 | | Certification of Principal Financial Officer. pursuant to Rule 13a-14(b)/Rule 15d-4(b) promulgated under the Securities Exchange Act of 1934, as amended, and Section 1350 of Chapter 63 of Title 18 of the United States Code. (incorporated by reference to Exhibit 32.2 to the Annual Report on Form 10-K of Milagro Oil & Gas, Inc. filed on March 29, 2013). |
| | | |
| 99.1* | | Reserve report letter as of December 31, 2012, as prepared by W.D. Von Gonten & Co. |
| | | |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | MILAGRO OIL & GAS, INC. |
| | | |
| Date: April 2, 2013 | | By: | | /s/ Gary J. Mabie |
| | | | | Name: Gary J. Mabie |
| | | | | Title: President and Chief Operating Officer (Principal executive officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | | Capacity In Which Signed | | Date |
| | | |
| /s/ Gary J. Mabie | | President and Chief Operating Officer | | April 2, 2013 |
| Gary J. Mabie | | (Principal executive officer) | | |
| | | |
| /s/ Robert D. LaRocque | | Chief Financial Officer and Treasurer | | April 2, 2013 |
| Robert D. LaRocque | | (Principal financial officer) | | |
| | | |
| /s/ Robert D. LaRocque | | Chief Financial Officer and Treasurer | | April 2, 2013 |
| Robert D. LaRocque | | (Principal accounting officer) | | |
| | | |
| /s/ Jonathan Ginns | | Director | | April 2, 2013 |
| Jonathan Ginns | | | | |
| | | |
| /s/ Mo Bawa | | Director | | April 2, 2013 |
| Mo Bawa | | | | |
| | | |
| /s/ Thomas J. Hauser | | Director | | April 2, 2013 |
| Thomas J. Hauser | | | | |
| | | |
| /s/ Adam Cohn | | Director | | April 2, 2013 |
| Adam Cohn | | | | |
