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: August 9, 2007 (August 3, 2007)
(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
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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))
Item
1.01. Entry Into A Material Definitive Agreement.
On
August
3, 2007, Rosetta Resources Inc., along with its subsidiaries Rosetta Resources
Operating LP (“RROLP”, formerly known as Calpine Natural Gas L.P. and successor
by merger to Rosetta Resources California, LLC, Rosetta Resources Rockies,
LLC,
Rosetta Resources Texas GP, LLC, Rosetta Resources Texas LP, LLC and Rosetta
Resources Texas LP), and Rosetta Resources Offshore, LLC (“RROLLC”;
collectively, the "Company"), entered into a Partial Transfer and Release
Agreement with Calpine Gas Holdings, LLC, CPN Pipeline Company, Calpine
Corporation, Calpine Producer Services, L.P., and Calpine Fuels Corporation
(collectively, “Calpine”) to resolve disputes involving certain properties that
were part of Calpine’s domestic oil and natural gas business sold to the Company
on July 7, 2005 pursuant to that certain Purchase and Sale Agreement by
and
among Calpine Gas Holdings LLC, Calpine Fuels Corporation, Calpine Corporation,
and Rosetta Resources Inc., and certain subsidiaries (the “PSA”; a copy of which
is included as Exhibit 10.1 to the registrant’s registration statement on Form
S-1 (No. 333-128888) filed with the Commission on October 7, 2005).
Additionally,
on August 3, 2007, the registrant’s subsidiaries RROLP and RROLLC entered into a
Marketing and Related Services Agreement to be effective as of July 1,
2007 with
Calpine Producer Services, L.P. to provide marketing services for the registrant
and its subsidiaries through June 30, 2009 with respect to substantially
all of
the registrant’s production of oil and natural gas. The purpose of
this agreement is to continue and extend that certain Services Agreement
dated
July 7, 2005 by and among the same or predecessor entities as described
above (a
copy of which is included as Exhibit 10.5 to the registrant’s registration
statement on Form S-1 (No. 333-128888) filed with the Commission on October
7,
2005).
Both
the
Partial Transfer and Release Agreement and the Marketing and Related Services
Agreement are expressly conditioned on receiving bankruptcy court approval
from
the United States Bankruptcy Court for the Southern District of New
York. The parties have delivered executed copies of the agreements,
which are being held in escrow pending the bankruptcy court
approval. If not approved or if Calpine Corporation rejects the PSA
in the bankruptcy proceeding, these agreements will be void and of no force
or
effect.
The
primary purpose of this Partial Transfer and Release Agreement is to provide
for
the following:
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Rosetta
will extend its existing natural gas marketing agreement with
Calpine
until June 30, 2009, as described above. This marketing agreement
is
subject to earlier termination right by Rosetta upon the occurrence
of
certain events.
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·
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Calpine
will deliver to Rosetta documents that resolve title issues pertaining
to
certain previously purchased oil and gas properties located in
the Gulf of
Mexico, California and Wyoming
(Properties).
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Rosetta
will assume all of Calpine's rights and obligations for an audit
by the
California State Lands Commission on part of the
Properties.
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Rosetta
will assume all rights and obligations for the Properties, including
all
plugging and abandonment
liabilities.
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As
disclosed previously, the registrant was a transitory subsidiary of Calpine
created in 2005 to complete the acquisition of all of Calpine’s domestic oil and
natural gas business pursuant to the PSA. This acquisition closed on
July 7, 2005 for an aggregate purchase price, before deductions for costs
and
other adjustments, equal to approximately $1.05 billion, which proceeds
include
money raised by the registrant in a significant private placement and debt
proceeds. After the acquisition was completed, the registrant no
longer was an affiliate of Calpine, and Calpine ceased to own any equity
in the
registrant.
As
disclosed previously, Calpine Corporation and certain of its subsidiaries
filed
for protection under the federal bankruptcy laws in the Bankruptcy Court
on
December 20, 2005. Additionally, on June 29, 2007, Calpine
Corporation filed a lawsuit against Rosetta Resources Inc. in the United
States
Bankruptcy Court for the Southern District of New York. The complaint
alleges that the purchase by the registrant of the domestic oil and natural
gas
assets formally owned by Calpine in July 2005 for $1.05 billion, prior
to
Calpine’s declaring bankruptcy, was for less than reasonably equivalent
value. Calpine is seeking (i) monetary damages for the alleged
missing value of these assets which it estimates to be approximately $400
million dollars, plus interest, or (ii) in the alternative, return of the
assets
from the Company. Also, as disclosed previously, Rosetta Resources
Inc. intends to deny and vigorously defend against all claims made by
Calpine.
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:
August 9, 2007
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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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