Item 1.01. Entry into a Material Definitive Agreement.
On August 20, 2014, Miller Energy Resources, Inc. (the "Company") entered into
an Underwriting Agreement (the "Underwriting Agreement") by and between the
Company and MLV & Co. LLC ("MLV"), as representative for the underwriters
identified therein (collectively, the "Underwriters"), with respect to the sale
by the Company of 750,000 shares (the "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") through the Underwriters on a "best efforts" basis (the
"Offering"). The Shares are being offered to the public at $24.50 per share.
The Shares will be issued pursuant to a final prospectus supplement filed on
August 22, 2014 with the Securities and Exchange Commission (the "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 Underwriting Agreement provides that the Underwriters
will offer and sell the Shares for the Company on a "best efforts" basis, and
the Underwriters are under no obligation to purchase any Shares for their own
account or sell any specific number or dollar amount of securities. The Company
expects to close the offering on August 25, 2014, subject to the satisfaction of
customary closing conditions as set forth in the Underwriting Agreement.
The Underwriting Agreement contains customary representations and warranties of
the parties and indemnification and contribution provisions under which the
Company, on the one hand, and the Underwriters, on the other hand, have agreed
to indemnify each other against certain liabilities, including liabilities under
the Securities Act.
In the ordinary course of business, the Underwriters or their respective
affiliates have engaged and may in the future engage in various financing,
commercial banking and investment banking services with, and provide financial
advisory services to, the Company and its affiliates for which they have
received or may receive customary fees and expenses. 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, a
copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by
Item 8.01 Other Events.
On August 20, 2014
, we issued a press release announcing the launch of the
Offering. This press release is attached as Exhibit 99.1. On August 21, 2014
issued a press release announcing the pricing of the Offering and a press
release regarding our having received a tax credit certificate from the State of
in the amount of approximately $31.2 million
. These press releases are
attached as Exhibits 99.2 and 99.3, respectively.
Exhibits 99.1, 99.2 and 99.3, are being furnished and shall not be deemed
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934
(the "Exchange Act") or otherwise be subject to the liabilities of that section,
nor is it incorporated by reference into any filing of Miller Energy Resources,
under the Securities Act or the Exchange Act, whether made before or after
the date hereof, regardless of any general incorporation language in such
On August 21, 2014
, 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.
1.1 Underwriting Agreement dated August 21, 2014 by and between the Miller
Energy Resources, Inc. and MLV & Co. LLC as representative for the
underwriters identified therein.
5.1 Opinion of LeClairRyan, a Professional Corporation, regarding the
validity of the shares.
8.1 Opinion of LeClairRyan, a Professional Corporation, regarding tax
12.2 Calculation of Earnings to Combined Fixed Charges and Preferred
Dividends, Incorporated by reference to Exhibit 12.1 of the Company's
registration statement on Form S-3 filed with the SEC on September 6,
23.1 Consent of LeClairRyan, a Professional Corporation, (contained in
Exhibit 5.1 and 8.1 hereto).
99.1 Press Release Announcing Launch of the Offering of Series D Preferred
99.2 Press Release Announcing Pricing of the Offering of Series D Preferred
99.3 Press Release Announcing Receipt of Alaskan Tax Credit Certificate.