QuickLinks -- Click here to rapidly navigate through this document

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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

~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d) Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~June 16, of2015 ~~1934~~(June 11, 2015)

~~Date~~VENOCO, INC. DENVER ofPARENT ~~Report~~ CORPORATION (~~Date~~Exact name of ~~earliest~~registrant ~~event~~as ~~reported):~~specified ~~June 3,~~in ~~2015~~its ~~(May 28, 2015~~charter)

~~VENOCO~~Delaware (State or other jurisdiction of incorporation or organization) Venoco, ~~INC~~ Inc. 001-33152 Denver Parent Corporation 333-191602 (Commission file number) Venoco, Inc. 77-0323555 Denver Parent Corporation 44-0821005 (I.R.S. Employer Identification Number)

~~DENVER~~370 ~~PARENT~~17th ~~CORPORATION~~Street, Suite 3900 Denver, Colorado (Address of principal executive offices) 80202-1370 (Zip Code)

~~(Exact~~Registrant's telephone ~~name~~number, ofincluding ~~registrant~~area ascode: ~~specified in its charter~~(303) 626-8300

Delaware		Venoco, Inc. 333-123711 Denver Parent Corporation 333-191602		Venoco, Inc. 77-0323555 Denver Parent Corporation 44-0821005
(State or other jurisdiction of incorporation or organization)		(Commission file number)		(I.R.S. Employer Identification Number)

N/A
(Former name or former address, if changed since last report)

370 17th Street, Suite 3900 Denver, Colorado		80202-1370
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (303) 626-8300

N/A

(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 (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 240.14d-2(b))
o: Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~o Written~~ ~~communications~~ ITEM ~~pursuant~~1.01 ENTRY toINTO ~~Rule 425~~A ~~under~~MATERIAL ~~the~~DEFINITIVE ~~Securities Act (17 CFR 230~~AGREEMENT.~~425)~~

~~o Soliciting~~ On ~~material~~June 11, ~~pursuant~~2015 toVenoco, Inc. ~~Rule~~(the "Company") entered into a new $75 ~~14a-12~~million ~~under~~term loan facility (the ~~Exchange~~"new facility") ~~Act~~with Deutsche Bank AG. The new facility was fully drawn at closing and matures in December 2017, subject to acceleration in certain circumstances. The Company used the proceeds from the new facility to repay all amounts outstanding under its prior term loan facility entered into in April 2015 (17the ~~CFR~~"prior ~~240~~facility"), and the prior facility was then terminated.~~14a~~ Amounts borrowed under the new facility bear interest at LIBOR plus 4.0% per annum. Venoco may repay amounts borrowed under the new facility at any time, subject to certain make-~~12)~~whole payment obligations. The facility contains representations, warranties and covenants typical for instruments of this type. The Company's obligations under the facility are secured by a first priority lien on cash collateral and are guaranteed by the Company's subsidiaries that guarantee its first lien secured notes and second lien secured notes. The new facility is governed by a term loan, security and guaranty agreement among the Company, the guarantors and the lenders party thereto.

~~o Pre-commencement~~ The foregoing ~~communications~~description ~~pursuant~~of the new facility does not purport to ~~Rule~~describe all of the terms of the term loan, security and guaranty agreement, and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit ~~14d-~~10.2~~(b)~~ to this Current Report on Form ~~under~~8-K ~~the~~and ~~Exchange~~is ~~Act~~incorporated ~~(17~~herein ~~CFR~~by ~~240~~reference.~~14d-2(b))~~

~~o Pre-commencement~~ ~~communications~~ ITEM ~~pursuant~~1.02 TERMINATION toOF ~~Rule 13e-4(c) under~~A ~~the~~MATERIAL ~~Exchange~~DEFINITIVE ~~Act (17 CFR 240~~AGREEMENT.~~13e-4(c))~~

~~ITEM~~ As 5described in Item 1.0201, ~~DEPARTURE~~on OFJune 11, ~~DIRECTORS~~2015, ORapproximately ~~CERTAIN~~$75 million ~~OFFICERS;~~of ~~ELECTION~~borrowings OFunder ~~DIRECTORS;~~the ~~APPOINTMENT~~new OFfacility ~~CERTAIN~~were used ~~OFFICERS;~~to ~~COMPENSATORY~~repay ~~ARRANGEMENTS~~all OFamounts ~~CERTAIN~~outstanding ~~OFFICERS~~under the prior facility, which was then terminated.

On ~~May 28,~~ ITEM ~~2015, Ian Livett, Vice President-Southern California Operations of Venoco, Inc~~2.03 CREATION ~~(“Venoco”)~~OF ~~resigned~~A ~~from~~DIRECT ~~that~~FINANCIAL ~~position. Mr. Livett’s~~OBLIGATION ~~resignation~~OR ~~will~~AN ~~become~~OBLIGATION ~~effective~~UNDER onAN ~~July 31, 2015. On the same date, Michael Wracher, previously Venoco’s Vice President~~OFF-~~Exploration~~BALANCE ~~and~~SHEET ~~New~~ARRANGEMENT ~~Ventures,~~OF ~~was~~A ~~appointed Venoco’s Senior Vice President-Southern California Operations as Mr~~REGISTRANT. ~~Livett’s successor, effective June 1, 2015.~~

~~Mr. Wracher,~~ The ~~52,~~information ~~joined~~set ~~Venoco~~forth in ~~1998 and has held various roles of increasing responsibility in development, exploration and operations~~Item 1. He01 ~~was~~is ~~appointed~~incorporated ~~Vice~~by ~~President~~reference —herein ~~Exploration in September 2008, Vice President — Sacramento Basin in August 2010, and Vice President of New Ventures and Exploration in January 2013. Prior~~ to joining Venoco, Mr. Wracher worked for Mobil Oil Corporation where he was responsible for both development and exploration geology. Mr. Wracher holds a B.S. in Geology from Fort Lewis College, an M.S. in Geology from San Diego State University and an M.S. in Global Energy Management from the ~~University~~extent ~~of Colorado, Denver~~required.

In ~~connection~~ ITEM ~~with Mr~~8. ~~Wracher’s~~01 OTHER promotion, his annual base salary was increased from $321,000 to $345,000 and his target cash bonus and equity award amounts were increased from 70% and 140%, respectively, to 80% and 160%, respectively, of his base salaryEVENTS.

As previously reported, on April 2, 2015, the Company entered into agreements relating to three new debt instruments: (i) first lien senior secured notes with an aggregate principal amount of $175 million, (ii) second lien senior secured notes with an aggregate principal amount of $150 million and (iii) the prior facility. Agreements relating to these instruments, and the new facility, are filed as exhibits hereto.

~~SIGNATURE~~ ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

~~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.~~ (d) Exhibits

Date: June 3, 2015

Exhibit No.			Description

	4.1		Indenture, dated as of April 2, 2015, by and among Venoco, Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the First Lien 12.00% Senior Secured Notes due 2019.
	4.2		Indenture, dated as of April 2, 2015, by and among Venoco, Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the Second Lien 8.875% Senior Secured Notes due 2019.
	10.1		Term Loan and Security Agreement, dated as of April 2, 2015, by and among Venoco, Inc., the Guarantors named therein and the Lenders named therein.

~~DENVER PARENT CORPORATION VENOCO, INC. By: /s/ Mark DePuy Name: Mark DePuy Title: Chief Executive Officer, Venoco, Inc. President and Chief Operating Officer, Denver Parent Corporation~~2

Exhibit No.			Description

	10.2		Term Loan, Security and Guaranty Agreement, dated as of June 11, 2015, by and among Venoco, Inc., the Guarantors named therein and the Lenders named therein.
	99.1		Note Purchase and Exchange Agreement, dated as of April 2, 2015, by and among Venoco, Inc. and the Note Purchasers named therein.

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.

Date: June 16, 2015

EXHIBIT INDEX

Exhibit No.			Description

	4.1		Indenture, dated as of April 2, 2015, by and among Venoco, Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the First Lien 12.00% Senior Secured Notes due 2019.
	4.2		Indenture, dated as of April 2, 2015, by and among Venoco, Inc., the Guarantors named therein and U.S. Bank National Association, as Trustee, relating to the Second Lien 8.875% Senior Secured Notes due 2019.
	10.1		Term Loan and Security Agreement, dated as of April 2, 2015, by and among Venoco, Inc., the Guarantors named therein and the Lenders named therein.
	10.2		Term Loan, Security and Guaranty Agreement, dated as of June 11, 2015, by and among Venoco, Inc., the Guarantors named therein and the Lenders named therein.
	99.1		Note Purchase and Exchange Agreement, dated as of April 2, 2015, by and among Venoco, Inc. and the Note Purchasers named therein.

QuickLinks

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

ITEM 8.01 OTHER EVENTS.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

SIGNATURE
EXHIBIT INDEX

DENVER PARENT CORPORATION
VENOCO, INC.

/s/ MARK DEPUY

Mark DePuy

Chief Executive Officer, Venoco, Inc.
President and Chief Operating Officer, Denver Parent Corporation

Filing Compare · DENVER PARENT Corp