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 (Date of earliest event reported):
January 31, 2011 (January 31, 2011)
MAGNUM HUNTER RESOURCES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-32997
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86-0879278
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(State or Other Jurisdiction of
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(Commission File Number)
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(I.R.S. Employer Identification
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Incorporation)
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Number)
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777 Post Oak Boulevard, Suite 650
Houston, Texas 77056
(Address of principal executive offices, including zip code)
(832) 369-6986
(Registrants 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 obligations of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE OF CONTENTS
Item 8.01. Other Events.
Magnum Hunter Resources Corporation (the Company) is filing this Current Report on Form
8-K to provide the unaudited pro forma combined financial information that has been disclosed in
the preliminary proxy statement of NGAS Resources, Inc. (NGAS) filed with the Securities and
Exchange Commission on January 31, 2011, regarding the proposed meeting of NGAS shareholders
to vote on the Companys acquisition of NGAS pursuant to the Arrangement Agreement, dated as of
December 23, 2010 (NGAS Arrangement Agreement), between the Company and NGAS.
The following unaudited pro forma combined financial information related to the Companys
proposed acquisition of NGAS is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K
and incorporated by reference into this Form 8-K:
(i) Unaudited Pro Forma Combined Balance Sheet as of September 30, 2010;
(ii) Unaudited Pro Forma Combined Income Statement for the nine months ended September 30,
2010; and
(iii) Unaudited Pro Forma Combined Income Statement for the year ended December 31, 2009
(collectively, together with the notes thereto, the Pro Forma Financial Information).
The Pro Forma Financial Information includes information for the following: (i) the
proposed NGAS acquisition described in the NGAS Arrangement Agreement; (ii) the first two
completed phases of the acquisition described in the Purchase and Sale Agreement dated
December 24, 2010, by and among the Company, Triad Hunter, LLC, Quest Eastern Resource LLC and
PostRock MidContinent Production, LLC; and (iii) the proposed acquisition described in
the Arrangement Agreement, dated as of January 19, 2011, by and among the Company, MHR ExchangeCo
Corporation, and NuLoch Resources Inc. The Pro Forma Financial Information should be read in
conjunction with the notes thereto, the Companys Current Reports on Form 8-K, filed on January 25,
2011, January 19, 2011, January 18, 2011, January 5, 2011, December 30, 2010, and December 27,
2010, and the consolidated financial statements of the Company and the notes thereto as filed with
the Companys Annual Report on Form 10-K for the year ended December 31, 2009 and the Quarterly
Report on Form 10-Q for the nine months ended September 30, 2010.
Forward-Looking Statements
The statements and information contained in this document that are not statements of
historical fact, including all estimates and assumptions contained herein, are forward looking
statements as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. These forward looking statements include, among
others, statements, estimates and assumptions relating to our business and growth strategies, our
oil and gas reserve estimates, our ability to successfully and economically explore for and develop
oil and gas resources, our exploration and development prospects, future inventories, projects and
programs, expectations relating to availability and costs of drilling rigs and field services,
anticipated trends in our business or industry, our future results of operations, our liquidity and
ability to finance our exploration and development activities, market conditions in the oil and gas
industry and the impact of environmental and other governmental regulation. In addition, with
respect to our pending acquisitions of NGAS Resources, Inc. and NuLoch Resources Inc.,
forward-looking statements include, but are not limited to, statements regarding the expected
timing of the completion of the proposed transactions; the ability to complete the proposed
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transactions considering the various closing conditions; the benefits of such transactions and
their impact on the Companys business; and any statements of assumptions underlying any of the
foregoing. In addition, if and when either proposed transaction is consummated, there will be
risks and uncertainties related to the Companys ability to successfully integrate the operations
and employees of the Company and the acquired business. Forward-looking statements generally can be
identified by the use of forward-looking terminology such as may, will, could, should,
expect, intend, estimate, anticipate, believe, project, pursue, plan or continue
or the negative thereof or variations thereon or similar terminology. These forward-looking
statements are subject to numerous assumptions, risks, and uncertainties. Factors that may cause
our actual results, performance, or achievements to be materially different from those anticipated
in forward-looking statements include, among other things, the following: adverse economic conditions in
the United States and globally; difficult and adverse conditions in the domestic and global capital
and credit markets; changes in domestic and global demand for oil and natural gas; volatility in
the prices we receive for our oil and natural gas; the effects of government regulation,
permitting, and other legal requirements; future developments with respect to the quality of our
properties, including, among other things, the existence of reserves in economic quantities;
uncertainties about the estimates of our oil and natural gas reserves; our ability to increase our
production and oil and natural gas income through exploration and development; our ability to
successfully apply horizontal drilling techniques and tertiary recovery methods; the number of well
locations to be drilled, the cost to drill, and the time frame within which they will be drilled;
drilling and operating risks; the availability of equipment, such as drilling rigs and
transportation pipelines; changes in our drilling plans and related budgets; and the adequacy of
our capital resources and liquidity including, but not limited to, access to additional borrowing
capacity.
With respect to the Companys pending acquisitions, factors, risks and uncertainties that may
cause actual results, performance or achievements to vary materially from those anticipated in
forward-looking statements include, but are not limited to, the risk that either proposed
transaction will not be consummated; failure to satisfy any of the conditions to either proposed
transaction, such as in the case of the NGAS transaction the inability to obtain the requisite
approvals of the NGAS shareholders and the Supreme Court of British Columbia, or in the case of the
NuLoch transaction the inability to obtain the requisite approvals of NuLochs shareholders, the
Companys shareholders and the Court of Queens Bench of Alberta; adverse effects on the market
prices of NGAS or NuLochs common stock and on operating results because of a failure to complete
either proposed transaction; failure to realize the expected benefits of either proposed
transaction; negative effects of announcement or consummation of either proposed transaction on the
market price of the common stock of either NGAS or NuLoch; significant transaction costs and/or
unknown liabilities; general economic and business conditions that affect the companies following
the proposed transaction; and other factors. These factors are in addition to the risks described
in our public filings made from time to time with the Securities and Exchange Commission. Most of
these factors are difficult to anticipate and beyond our control. Because forward-looking
statements are subject to risks and uncertainties, actual results may differ materially from those
expressed or implied by such statements. Readers are cautioned not to place undue reliance on
forward-looking statements, contained herein, which speak only as of the date of this document.
Other unknown or unpredictable factors may cause actual results to differ materially from those
projected by the forward-looking statements. Unless otherwise required by law, we undertake no
obligation to publicly update or revise any forward-looking statements, including estimates,
whether as a result of new information, future events, or otherwise. We urge readers to review and
consider disclosures we make in our public filings made from time to time with the Securities and
Exchange Commission that discuss factors germane to our business, including our Annual Report on
Form 10-K for the year ended December 31, 2009, and our Quarterly Reports on Form 10-Q for the
quarters ended March 31, 2010, June 30, 2010, and September
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30, 2010. All forward-looking statements attributable to us are expressly qualified in their
entirety by these cautionary statements.
Additional Information about the Proposed NuLoch Transaction
In connection with the proposed NuLoch transaction, the Company will file a preliminary proxy
statement and definitive proxy statement with the Securities and Exchange Commission (SEC). The
information contained in the preliminary filing will not be complete and may be changed.
STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY
OTHER RELEVANT MATERIALS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.
The definitive proxy statement will be mailed to the Companys stockholders seeking their
approval of the issuance of the Magnum Hunter shares as consideration for the proposed transaction,
including the Magnum Hunter shares issuable upon exchange of certain exchangeable shares that may
be issued in connection with the transaction. The Companys stockholders may also obtain a copy of
the definitive proxy statement free of charge once it is available by directing a request to:
Magnum Hunter Resources Corporation at 832-369-6986 or 777 Post Oak Boulevard, Suite 650, Houston,
Texas 77056 Attention: Investor Relations. In addition, the preliminary proxy statement,
definitive proxy statement and other relevant materials filed with the SEC will be available free
of charge at the SECs website at
www.sec.gov
or stockholders may access copies of such
documentation filed with the SEC by the Company by visiting the Investors section of the Companys
website at
www.magnumhunterresources.com
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Participants in the Solicitation
The Company and its respective directors, executive officers and other members of management
and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies in
connection with the proposed transaction. Information regarding the names, affiliations and
interests of certain of the Companys executive officers and directors in the solicitation is
available in the proxy statement for the Companys 2010 Annual Meeting of Stockholders, which was
filed with the SEC on September 3, 2010.
This document shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there by any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. The Magnum Hunter shares and the exchangeable shares to be issued
in the proposed transaction in exchange for NuLoch shares have not been and will not be registered
under the Securities Act of 1933, as amended (the
Securities Act
), and may not be offered
or sold in the United States absent registration or an applicable exemption from registration
requirements. The Company intends to issue such shares pursuant to the exemption from registration
set forth in Section 3(a)(10) of the Securities Act. The arrangement agreement for the transaction
contemplates that the issuance of the Magnum Hunter shares upon exchange of the exchangeable shares
will be registered under the Securities Act.
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Additional Information about the Proposed NGAS Transaction
This communication shall not constitute an offer to sell or the solicitation of an offer to
buy any securities, nor shall there by any sale of securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with the proposed NGAS transaction, NGAS
Resources, Inc. will file a proxy statement and NGAS Resources, Inc. and Magnum Hunter will file
other relevant materials with the SEC.
INVESTORS AND SECURITY HOLDERS OF NGAS RESOURCES, INC. ARE
URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS FILED WITH THE SEC CAREFULLY IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION AND THE PARTIES THERETO.
Investors and security holders may obtain a free copy of the proxy statement and other
relevant materials when they become available and any other documents filed by Magnum Hunter and
NGAS Resources, Inc. with the SEC, at the SECs website at www.sec.gov. The proxy statement and
such other documents filed by NGAS Resources Inc. may also be obtained for free by contacting NGAS
Resources, Inc. at 959-263-3948 or 120 Prosperous Place, Suite 201, Lexington, Kentucky 40509-1844
or visiting NGAS Resources, Inc.s website at www.ngas.com. Copies of any materials filed by Magnum
Hunter may also be obtained for free by contacting Magnum Hunter at 832-369-6986 or 777 Post Oak
Boulevard, Suite 650, Houston, Texas 77056 Attention: Investor Relations or visiting Magnum
Hunters website at www.magnumhunterresources.com.
Participants in the Solicitation
Magnum Hunter, NGAS Resources, Inc. and their respective directors, executive officers and
other members of management and employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies of NGAS Resources, Inc. shareholders in connection with the proposed
transaction. Investors and security holders may obtain more detailed information regarding the
names, affiliations and interests of certain of Magnum Hunters executive officers and directors in
the solicitation by reading the proxy statement for Magnum Hunters 2010 Annual Meeting of
Shareholders, which was filed with the SEC on September 3, 2010, and the proxy statement of NGAS
Resources, Inc. relating to the proposed transaction and other relevant materials filed with the
SEC when they become available. Investors and security holders may obtain more detailed information
regarding the names, affiliations and interests of NGAS Resources, Inc.s executive officers and
directors in the solicitation by reading the proxy statement for NGAS Resources, Inc.s 2010 Annual
Meeting of Shareholders, which was filed with the SEC on April 29, 2010, and the NGAS Resources,
Inc.s proxy statement relating to the proposed transaction and other relevant materials to be
filed with the SEC when they become available. Certain executives and directors of NGAS Resources,
Inc. have interests in the proposed transaction that may differ from the interests of NGAS
Resources, Inc.s shareholders generally, including benefits conferred under severance, retention
and change of control arrangements and continuation of director and officer insurance and
indemnification. These interests and any additional benefits in connection with the proposed
transaction will be described in the proxy statement when it becomes available.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description
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99.1
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Unaudited Combined Pro Forma Financial Information
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SIGNATURES
In accordance with 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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MAGNUM HUNTER RESOURCES CORPORATION
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Date: January 31, 2011
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/s/
Gary C. Evans
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Gary C. Evans,
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Chairman and
Chief
Executive 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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Unaudited Combined Pro Forma Financial Information
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