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EQUAL ENERGY LTD. FILES (8-K) Disclosing Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

August 5, 2014

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information in Item 5.01 is incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.



The information in Item 5.01 is incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

Completion of the Arrangement

On July 31, 2014, Equal Energy Ltd. (the "Corporation") announced that the statutory plan of arrangement under the Business Corporations Act (Alberta) pursuant to which all of the issued and outstanding common shares of the Corporation were acquired by Petroflow Canada Acquisition Corp ("Petroflow Sub"), an Alberta corporation and a wholly owned subsidiary of Petroflow Energy Corporation ("Petroflow"), for $5.43 in cash per common share of the Corporation (the "Arrangement") had been completed. In addition, a cash dividend of $0.05 per share was paid to those holders who were shareholders of the Corporation at the effective time of the Arrangement. Pursuant to the statutory plan of arrangement, the Corporation and Petroflow Sub were amalgamated with the combined entity retaining the name Equal Energy Ltd. (herein also referred to as the "Corporation").

Articles of Amalgamation and Bylaws

Pursuant to the terms of the statutory plan of arrangement, the articles of amalgamation filed, on the effective date with the Registrar of Corporations for the Province of Alberta, were deemed to be articles of incorporation of the corporation continuing from the amalgamation, and the certificate of amalgamation issued by the Registrar of Corporations for the Province of Alberta was deemed to be the certificate of incorporation of the corporation continuing from the amalgamation. A copy of the articles of amalgamation of the Corporation is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference into this Current Report on Form 8-K.

In addition, pursuant to the terms of the statutory plan of arrangement, at the effective time of the Arrangement, the bylaws of the Corporation were deemed to be the same as the bylaws of Petroflow Sub. A copy of the bylaws of the Corporation is attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated by reference into this Current Report on Form 8-K.

Delisting of Common Shares

In connection with the closing of the Arrangement, pursuant to a request submitted by the Corporation on July 31, 2014, the Corporation notified the New York Stock Exchange ("NYSE") and the Toronto Stock Exchange ("TSX") of the completion of the Arrangement and requested that the NYSE and TSX cease trading of the

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Corporation's common stock and suspend the listing of the common stock prior to the opening of market on July 31, 2014, and that the NYSE file with the Securities and Exchange Commission (the "SEC") an application on Form 25 to delist and deregister the common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Defeasance of Debentures

In connection with the completion of the Arrangement, the Corporation has defeased all of the outstanding 6.75% convertible unsecured junior subordinated debentures due March 31, 2016 ("Debentures") by depositing cash, in trust with the trustee under the indenture governing the Debentures (the "Indenture"), sufficient to fully pay, satisfy and discharge all obligations under the Debentures. The completion of the Arrangement constitutes a change of control under the Indenture. As a result, pursuant to its obligations under the Indenture, the Corporation will be offering to repurchase Debentures at a purchase price equal to 101% of the principal amount thereof plus accrued interest, subject to the terms and conditions set out in the Indenture (the "Change of Control Purchase Offer"). Holders that do not accept the Change of Control Purchase Offer shall be entitled to continue to receive interest on the Debentures until they are redeemed at par on March 31, 2016 in accordance with the provisions of the Indenture. The Debentures remain listed for trading on the TSX under the symbol EQU.DB.B.

Pursuant to the Indenture, following the Arrangement, each debentureholder no longer has the right to receive common shares on conversion of Debentures, but has the right to receive, in lieu of such shares, the US$5.43 in cash per share (the "Consideration") which such debentureholder would have been entitled to receive had it been the holder of such number of shares at the effective time of the Arrangement that it was entitled to acquire pursuant to its conversion right. The Debentures currently have a conversion price that is significantly greater than the Consideration.

The Corporation has filed an application with the Alberta and Ontario securities commissions for relief from the requirements of continuous disclosure in all provinces and territories in Canada, including its obligations under National Instrument 51-102-Continuous Disclosure Obligations. If the relief is granted, the Corporation will be exempt from its continuous disclosure filing obligations, but will be required (i) to provide annual alternative disclosure that will state the principal amount of Debentures that remain outstanding and (ii) upon the occurrence of a change in the affairs of the Corporation or the trustee under the Indenture that would reasonably be expected to have a significant effect upon the market price or value of any of the Debentures, to forthwith, upon becoming aware of such a change, issue and file a news release disclosing the nature and substance of the change.

Changes in Directors and Officers

Pursuant to the terms of the statutory plan of arrangement, at the effective time of the Arrangement, all of the directors of the Corporation resigned from their directorships of the Corporation and from all committees of which they were members, and the directors of Petroflow Sub immediately prior to the . . .

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

The information in Items 5.01 is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or By-laws; Change in Fiscal

Year.

The information in Items 5.01 is incorporated herein by reference.

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Item 8.01 Other Events.

On July 31, 2014, the Corporation issued a press release announcing that Arrangement had been completed and a second press release announcing defeasance of Debentures and application for relief from continuous disclosure obligations. Copies of the press releases are furnished as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and is incorporated by reference into this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Description of Exhibit 3.1 Articles of Amalgamation 3.2 Bylaws 99.1 Press Release of Equal Energy Ltd., dated July 31, 2014. 99.2 Press Release of Equal Energy Ltd., dated July 31, 2014.



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Source: Edgar Glimpses


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