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| TPLM > SEC Filings for TPLM > Form 8-K on 1-Oct-2012 | All Recent SEC Filings |
1-Oct-2012
Entry into a Material Definitive Agreement, Regulation FD Disclosure, Fin
On October 1, 2012, Triangle Caliber Holdings, LLC ("Triangle Caliber Holdings"), a wholly owned subsidiary of Triangle Petroleum Corporation (the "Company"), entered into a joint venture with FREIF Caliber Holdings LLC ("FREIF Caliber Holdings"), a wholly owned subsidiary of First Reserve Energy Infrastructure Fund, L.P. The newly formed joint venture entity, Caliber Midstream Partners, L.P. ("Caliber"), plans to provide crude oil, natural gas and water transmission services to the Company and third parties primarily within the Williston Basin of North Dakota and Montana.
In connection with the joint venture, Triangle Caliber Holdings entered into a Contribution Agreement, dated October 1, 2012 (the "Contribution Agreement"), with FREIF Caliber Holdings, Caliber, and Caliber Midstream GP LLC ("Caliber GP" and together with Caliber, the "Caliber Joint Venture Entities"). Pursuant to the terms of the Contribution Agreement, Triangle Caliber Holdings agreed to transfer certain assets, consisting primarily of rights-of-way located in McKenzie County, North Dakota, as well as cash consideration with an aggregate value of $30.0 million to the Caliber Joint Venture Entities in exchange for (A) a fifty percent (50%) membership interest in Caliber GP, (B) 3,000,000 Class A Units representing a thirty percent (30%) limited partner interest in Caliber, and (C) 4,000,000 Class A Trigger Units. Also pursuant to the terms of the Contribution Agreement, FREIF Caliber Holdings agreed to contribute $70.0 million to the Caliber Joint Venture Entities in exchange for (A) a fifty percent (50%) membership interest in Caliber GP and (B) 7,000,000 Class A Units representing a seventy percent (70%) limited partner interest in Caliber.
Upon the achievement of certain operational thresholds, the Class A Trigger Units held by Triangle Caliber Holdings will convert into Class A Units, resulting in Triangle Caliber Holdings and FREIF Caliber Holdings each owning a 50% limited partner interest in Caliber. A portion of the above referenced cash contribution amounts to Caliber by each of Triangle Caliber Holdings and FREIF Caliber Holdings were funded concurrently with the execution of the Contribution Agreement, with the balance of the contributions to be funded on a delayed basis.
Pursuant to the Contribution Agreement, each of Triangle Caliber Holdings and FREIF Caliber Holdings has agreed to indemnify the other and their respective officers, directors, employees, partners, members, equity holders, and agents and investment advisors against certain losses resulting from breaches of representations, warranties and covenants contained in the Contribution Agreement, subject to certain limitations.
Prior to the entry into the Contribution Agreement, there have been no material relationships between the Company and Triangle Caliber Holdings, on the one hand, and FREIF Caliber Holdings and First Reserve Energy Infrastructure Fund, L.P., on the other hand.
The above summary is qualified in its entirety by reference to the Contribution Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated in this Item 1.01 by reference.
While the Contribution Agreement sets forth the minimum initial capital contributions to the joint venture by Triangle Caliber Holdings and FREIF Caliber Holdings, the limited partnership agreement governing the joint venture permits the contribution of additional capital in return for additional Class A units in the joint venture. FREIF Caliber Holdings has indicated that it intends to contribute an additional $80 million of capital in return for an additional 8,000,000 Class A Units, although it is not obligated to do so under the terms of the Contribution Agreement or the other joint venture documents. Triangle Caliber Holdings is neither obligated nor has it committed to making any additional capital contribution to the joint venture beyond its $30 million initial capital contribution obligation set forth in the Contribution Agreement.
On October 1, 2012, the Company issued a press release announcing its joint venture with First Reserve Corporation and related transactions. A copy of the press release is attached hereto as Exhibit 99.1
The information in Item 7.01 of this Current Report and in Exhibit 99.1 attached
hereto is being furnished and shall not be deemed "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of that Section. The information in Item 7.01 of this
Current Report and in Exhibit 99.1 attached hereto shall not be incorporated by
reference into any registration statement or other document pursuant to the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in any such filing.
(d) Exhibits
Exhibit 10.1 Contribution Agreement, dated October 1, 2012, by and among
Triangle Caliber Holdings, LLC, Caliber Midstream GP LLC, Caliber
Midstream Partners, L.P., and FREIF Caliber Holdings LLC
Exhibit 99.1 Press Release, dated October 1, 2012
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