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 Act of 1934

Date of Report (Date of earliest event reported): ~~March~~May 2217, 2013

Milagro Oil & Gas, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)

333-177534
(Commission
File Number)

26-1307173
(I.R.S. Employer
Identification No.)

1301 McKinney, Suite 500, Houston, Texas

(Address of principal executive offices)

77010

(Zip Code)

(713) 750-1600
(Registrant’s telephone number, including area code)

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):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CRF 240.133-4(c))

Item 7.01

Regulation FD Disclosure.

On May 17, 2013, Milagro Oil & Gas, Inc. (the “Company”) announced that it has commenced a private exchange offer (the “Exchange Offer”) to exchange any and all of its outstanding 10.500% Senior Secured Second Lien Notes due 2016 (the “Old Notes”) issued under the Indenture dated as of May 11, 2011 (the “Indenture”) between the Company and Wells Fargo Bank, N.A., as Trustee, for either (i) Class A Units (the “Class A Units”) of Vanquish Energy, LLC, a newly formed Delaware limited liability company to which the Company will transfer substantially all of its assets in connection with the consummation of the Exchange Offer (“New Milagro”), and 10.500% Senior Secured Second Lien Notes due 2017 of New Milagro (the “New Notes,” and together with the Class A Units, the “New Securities”) or (ii) cash, all on the terms and subject to the conditions as set forth in Confidential Offering Circular and Consent Solicitation Statement (the “Statement”). In connection with the Exchange Offer, the Company is soliciting consents from holders of the Old Notes to certain proposed amendments to the Indenture (the “Consent Solicitation”).

The Company is furnishing the foregoing information under Item 7.01 of this Current Report on Form 8-K. This information, which has not previously been reported, is derived from the Statement. The Company is furnishing the information in this Current Report on Form 8-K and in Exhibit 99.1 to comply with Regulation FD. Such information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Item 8.01

Other Events.

~~Milagro~~Attached ~~Oil & Gas, Inc. (the “Company”) currently has indebtedness outstanding under a first lien credit agreement (the “2011 Credit Facility”), which contains customary financial~~ and ~~other~~incorporated ~~covenants.~~herein ~~The~~by ~~maximum~~reference ~~leverage ratio,~~ as ~~defined,~~Exhibit ~~of debt balances as compared to EBITDA is required to be not greater than 4~~99.~~25 to~~ 1~~.0,~~ ~~and~~ is ~~expected to be 4.13 as of December 31, 2012. The maximum leverage ratio will reduce to 4.0 to 1.0 as of March 31, 2013 and all periods thereafter. The Company is currently exploring~~ a ~~range~~copy of ~~alternatives to reduce its indebtedness to~~ the ~~extent~~press ~~necessary~~release toof ~~be in compliance with~~ the ~~maximum~~Company, ~~leverage~~dated ~~ratio~~May ~~at March 31~~17, 2013., ~~The~~announcing ~~Company is also considering seeking a waiver or amendment to~~ the ~~2011~~private ~~Credit~~Exchange ~~Facility~~Offer ~~with respect to the maximum leverage ratio. The Company has engaged a financial advisor to assist with, among other things, reducing its indebtedness~~ and ~~seeking~~Consent ~~such waiver or amendment from its lenders~~Solicitation.

~~Because~~ Item the Company cannot provide assurances as to its ability to remain in compliance with its financial covenants, the Company expects to receive a going concern modification in the audit report from its independent registered public accounting firm for the year ended December 31, 20129.01 Financial ~~The~~Statements 2011 Credit Facility provides that a going concern modification from an independent registered public accounting firm is a covenant breach. As a result of this anticipated covenant breach, all of the Company’s debt would be classified within current liabilities in the consolidated balance sheet at December 31, 2012. In addition, the lenders under the 2011 Credit Facility would have the option to accelerate the debt and initiate collateral enforcement actions, and prevent the Company from borrowing additional funds under the 2011 Credit Facility. The indenture governing the 10.500% Senior Secured Second Lien Notes due 2016 (the “Notes”) provides that if a default occurs under the 2011 Credit Facility that results in the acceleration of such debt, the Notes would also be in default and subject to acceleration. The Company is working diligently with its lenders to resolve the situation.Exhibits

	(a)	Financial Statements of business acquired

		None.

	(b)	Pro Forma Financial Information

		None.

	(c)	Shell Company Transactions

		None.

	(d)	Exhibits

		99.1 Press Release dated May 17, 2013.

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 thereunto duly authorized.

	Milagro Oil & Gas, Inc.
Dated: March 22, 2013	/s/ Robert D. LaRocque
Dated: May 20, 2013	/s/ Robert D. LaRocque
	Robert D. LaRocque
	Chief Financial Officer

Exhibit Index

99.1	Press Release dated May 17, 2013.

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