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MILL > SEC Filings for MILL > Form 8-K on 17-Oct-2013All Recent SEC Filings

Show all filings for MILLER ENERGY RESOURCES, INC.



Entry into a Material Definitive Agreement, Other Events, Financial

Item 1.01. Entry into a Material Definitive Agreement.

On October 17, 2013, Miller Energy Resources, Inc. (the "Company") entered into an At Market Issuance Sales Agreement (the "Sales Agreement") with MLV & Co. LLC ("MLV"), pursuant to which the Company may issue and sell up to 3,000,000 shares of the Company's 10.5% Series D Fixed Rate/Floating Rate Cumulative Redeemable Preferred Stock, par value $0.0001 per share and liquidation preference of $25.00 per share (the "Series D Preferred Stock" or the "Shares") from time to time through MLV as its sales agent.

The Shares will be issued pursuant to a final prospectus supplement filed on October 17, 2013 with the Securities and Exchange Commission pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the "Securities Act"), in connection with a takedown from the Company's shelf registration statement on Form S-3 (File No. 333-183750), which became effective on September 18, 2012. The Company plans to use the net proceeds from the offering for general corporate purposes. To the extent we are prohibited under our senior secured credit facility from paying dividends due in connection with the December 1, 2013 dividend payment date on our Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock from any other source, we may use certain equity proceeds for that purpose, which might include proceeds from this offering.

Sales of Shares pursuant to the Sales Agreement, if any, may be effected by any method permitted by law deemed to be an "at the market" offering as defined in Rule 415 of the Securities Act of 1933, as amended, including without limitation directly on the New York Stock Exchange or any other existing trading market for the Series D Preferred Stock or through a market maker other than on an exchange. MLV will make all sales using commercially reasonable efforts consistent with its normal sales and trading practices on mutually agreed upon terms between MLV and the Company.

Under the Sales Agreement, MLV will be entitled to aggregate compensation equal to up to 3.0% of the gross proceeds from the sale of shares of Series D Preferred Stock sold pursuant to the Sales Agreement. The Company has no obligation to sell any Shares under the Sales Agreement. The Company has agreed in the Sales Agreement to provide indemnification and contribution to MLV against certain liabilities, including liabilities under the Securities Act. In addition, the Company has agreed, under certain circumstances, to reimburse a portion of the expenses of MLV in connection with the offering up to a maximum amount of $15,000.

The offering of shares of our Series D Preferred Stock pursuant to the Sales Agreement will terminate upon the earlier of (1) the sale of all Series D Preferred Stock subject to the sales agreement through MLV on the terms and subject to the conditions set forth in the Sales Agreement and (2) termination of the Sales Agreement. The Sales Agreement may be terminated by us or MLV, each in its sole discretion, at any time by giving notice to the other party.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. The Sales Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the material terms of the Sales Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Item 8.01 Other Events.

On October 17, 2013, LeClairRyan, A Professional Corporation, delivered to the Company an opinion with respect to the validity of the Series D Preferred Stock and the shares of the Company's common stock issuable upon conversion of the Series D Preferred Stock in accordance with the Articles of Amendment (collectively, the "shares"), and a tax opinion, copies of which are filed as Exhibits 5.1 and 8.1 hereto, respectively, which opinions are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

  No.                                      Description
  1.1            At Market Issuance Sales Agreement dated October 17, 2013
                 between Miller Energy Resources, Inc. and MLV & Co. LLC.
  5.1            Opinion of LeClairRyan regarding the validity of the shares.
  8.1            Opinion of LeClairRyan regarding tax matters.
  23.1           Consent of LeClairRyan (contained in Exhibit 5.1 and 8.1

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