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): December 22, 2009 (December 16, 2009)
CRIMSON EXPLORATION INC.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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001-12108
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20-3037840 |
(State or Other Jurisdiction of
Incorporation)
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(Commission File Number)
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(IRS Employer Identification
No.) |
717 Texas Ave., Suite 2900, Houston Texas 77002
(Address of Principal Executive Offices)
(713) 236-7400
(Registrant’s telephone number, including area code)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
14d-2(b))
o 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 December 16, 2009, Crimson Exploration Inc. (the “Company”) entered into an Underwriting
Agreement (the “Underwriting Agreement”) with Barclays Capital Inc. and Credit Suisse Securities
(USA) LLC relating to the public offering of 20,000,000 shares (the “Offering”) of the Company’s
common stock, $0.001 par value (the “Common Stock”), at the public offering price of $5.00 per
share less underwriting discounts and commissions. Pursuant to the Underwriting Agreement, the
Company has also granted the underwriters a 30-day option to purchase up to an additional 3,000,000
shares of Common Stock at the same price.
The transaction under the Underwriting Agreement closed on December 22, 2009. The net
proceeds from the sale of the Common Stock sold pursuant to the Underwriting Agreement (assuming no
exercise of the underwriters’ option to purchase additional shares) are approximately $93.1 million
(after deducting underwriting discounts and commissions and estimated Offering expenses).
The Offering was made pursuant to the Company’s registration statement on Form S-1 (File No.
333-163277), which became effective on December 16, 2009.
The Underwriting Agreement contains customary representations, warranties and agreements by
the Company, and customary conditions to closing, indemnification obligations of the Company and
the underwriters, including for liabilities under the Securities Act of 1933, other obligations of
the parties and termination provisions. The foregoing description of the Underwriting Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of
the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference
herein.
From time to time, certain of the underwriters and their related entities have engaged, and
may in the future engage, in commercial and investment banking transactions with the Company in the
ordinary course of their business. They have received, and expect to receive, customary
compensation and expense reimbursement for these commercial and investment banking transactions.
Affiliates of each of RBS Securities Inc. and Morgan Keegan & Company, Inc., two of the
underwriters in the Offering, are lenders under the Company’s revolving credit facility and
received their respective share of the repayment by the Company of $83.1 million in principal
amount outstanding under the Company’s revolving credit facility from the proceeds of the Offering.
Item 3.02. Unregistered Sales of Equity Securities.
Upon consummation of the Offering,
the outstanding shares of the Company’s Series G
Convertible Preferred Stock, par value $0.01 per share (the
“Series G Preferred Stock”), and
Series H Convertible Preferred Stock, par value $0.01 per share (the “Series H Preferred Stock”),
automatically converted into approximately 12,100,736 shares of Common Stock in aggregate. The
Company issued Common Stock upon conversion pursuant to the terms of the Certificates of
Designation, Preferences and Rights of the Series G Preferred Stock and Series H Preferred Stock,
respectively, without any investment decision required of the holders and thus did not constitute a
“sale” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).
Further, since such Common Stock was issued upon conversion of the Series G Preferred Stock and
Series H Preferred Stock and no commission or other remuneration was paid or given directly or
indirectly for soliciting the conversion, the issuance of such Common Stock was exempt from
registration by virtue of Section 3(a)(9) of the Securities Act.
Item 8.01 Other Events.
On
December 16, 2009 and
December 22, 2009, the Company issued press releases announcing
the pricing of the Offering and
the closing of the
Offering, respectively. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2.