UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Date
of Report: November 13, 2008
(Date of earliest
event reported)
Rosetta
Resources Inc.
(Exact name of
registrant as specified in its charter)
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DE
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000-51801
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43-2083519
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(State or
other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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717
Texas, Suite 2800
Houston,
Texas
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77002
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(Address of
principal executive offices)
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(Zip
Code)
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713-335-4000
(Registrant's
telephone number, including area code)
Not
Applicable
(Former Name or
Former Address, if changed since last report)
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:
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
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01.
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Entry
Into a Material Definitive
Agreement.
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Following a hearing
on November 13, 2008, the bankruptcy court for the Southern District of New York
presiding over the Calpine Corporation (“Calpine”) bankruptcy, No. 05-60200 (the
“Bankruptcy Court”) entered an order granting Calpine's request for
court-approval to consummate its October 22, 2008, Settlement Agreement and
Amendment (the “Settlement Agreement”) with Rosetta Resources Inc. (“Rosetta”).
The motion was filed on October 24, 2008, and no objections to the motion were
filed or raised at the hearing by any party. The parties scheduled
the closing required under the settlement for December 1, 2008.
Under the terms of
the Settlement Agreement as now approved by the Bankruptcy Court, Rosetta and
Calpine will complete a global settlement resolving all issues between them for
$97 million in cash and other contractual consideration. Specifically, Rosetta
will conclude the original transaction by which it purchased Calpine’s oil and
gas business on July 7, 2005, by paying Calpine $84.6 million in cash,
reflecting the withheld purchase price and certain post-closing adjustments and
true-ups, in return for Calpine providing clean legal title to certain withheld
properties. The parties will amend the original Purchase and Sales
Agreement (“PSA”) to exclude certain disputed preferential right properties
(“PRP”). Rosetta will also pay the balance of $12.4 million in cash
to Calpine to resolve all outstanding legal disputes regarding various matters,
including Calpine’s fraudulent conveyance lawsuit. Additionally, the parties
will amend and restate their Gas Purchase Agreement for Rosetta’s Sacramento
Basin gas production, extending it for ten years, and Rosetta will sublease to
Calpine certain office space located in Rio Vista, California. The existing
Marketing Agreement between the parties remains unchanged and will expire by its
terms on June 30, 2009.
In concluding the
original transaction on December 1, 2008, as part of the settlement, the parties
will finalize all remaining property conveyances to Rosetta, including the
previously disclosed “Non Consent Properties” (“NCP”) for $67.6 million, subject
to the settlement’s amendment of the PSA to exclude the PRP. The
$67.6 million reflects the combined allocated value of each NCP withheld from
the purchase price on July 7, 2005. The additional $17 million, Rosetta will pay
is the amount Rosetta computed it owed to Calpine for all the post-closing
adjustments required under the PSA, including net revenues. In
return, Calpine will assume the PSA and therefore convey legal title to Rosetta
“as of” the specified May 1, 2005 “Effective Date”, which will result in Rosetta
retaining the previously reported estimates of net revenues from the NCP that it
placed in suspense pending the outcome of its disputes with
Calpine.
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Item
7.01.
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Regulation
FD Disclosure.
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On November 13,
2008, Rosetta issued a press release announcing the bankruptcy court’s approval
of Rosetta’s Settlement Agreement with Calpine.
The press release
is furnished as Exhibit 99.1 to this Current Report. Exhibit 99.1 shall not be
deemed to be "filed" for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, and will not be incorporated by reference into any
registration statement filed under the Securities Act of 1933, as amended,
unless specifically identified therein as being incorporated therein by
reference.
Item
9.01. Financial Statements and Exhibits
(a)
Financial statements:
None
(b)
Pro forma financial information:
None
(c)
Company transactions:
None
(d)
Exhibits
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99.1
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Press Release
of Rosetta Resources Inc. dated November 13,
2008.
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SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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Dated:
November 13, 2008
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ROSETTA RESOURCES
INC.
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By:
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/s/ Michael
J. Rosinski
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Michael J.
Rosinski
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Executive
Vice President and Chief Financial
Officer
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Press Release
of Rosetta Resources Inc. dated November 13,
2008.
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