- Filing of certain prospectuses and communications in connection with business combination transactions (425)
March 09 2011 - 8:16AM
Edgar (US Regulatory)
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):
March 9, 2011
MAGNUM HUNTER RESOURCES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
|
|
|
|
|
Delaware
|
|
001-32997
|
|
86-0879278
|
(State or Other Jurisdiction of
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification
|
Incorporation)
|
|
|
|
Number)
|
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:
þ
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
þ
|
|
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))
|
TABLE OF CONTENTS
Item 8.01. Other Events.
As previously reported in its Current Reports on Form 8-K filed on December
30, 2010, January 5, 2011, and January 25, 2011, Magnum Hunter Resources Corporation (the
Company
) has entered into definitive agreements to acquire NGAS Resources, Inc. and
NuLoch Resources Inc., and has purchased certain assets (the
Purchased Assets
) from Quest
Eastern Resource, LLC and PostRock MidContinent Production, LLC (collectively, the
Acquisitions
). The acquisitions of NGAS Resources, Inc. and NuLoch Resources Inc. have
not yet been consummated and remain subject to stockholder and government approval and certain
other conditions as more fully described in the Current Reports on Form 8-K filed on December 30,
2010 and January 25, 2011, respectively, and in the accompanying exhibits thereto.
The Company is filing this Current Report on Form 8-K to incorporate by reference into its
Registration Statements on Form S-3 (File Nos. 333-166756, 333-168161 and 333-169651) and on Form S-8 (File Nos. 333-168802, 333-169814 and 333-171168) (the
Registration
Statement
), certain financial information relating to the Acquisitions, more specifically: (i)
NGAS Resources, Inc.s audited consolidated financial statements
and related notes as of and for the years ended December
31, 2009 and 2010, attached hereto as
Exhibit 99.1; (ii) NuLoch Resources Inc.s audited consolidated financial statements and related
notes as of and for the years ended December 31, 2010 and 2009, attached hereto as Exhibit 99.2; and (iii) with respect to the Purchased Assets, audited
statements of revenues and direct operating expenses for the year ended December 31, 2009, and
unaudited statements of revenues and direct operating expenses for the nine month periods ended
September 30, 2009 and 2010, attached hereto as Exhibit 99.3. The information contained in
Exhibits 99.1 through 99.3 to this Current Report has not been prepared by the Company or its
auditors.
The Company is also filing this Current Report on
Form 8-K to incorporate by reference into the Registration Statements the reserve reports for the year ended December 31, 2010
of NGAS Resources, Inc. and NuLoch Resources, Inc., attached hereto as Exhibits 99.4 and 99.5.
Before you invest in any offering of securities registered pursuant to the Registration
Statements you should read the prospectus in the applicable Registration Statements and any other documents the
Company has filed with the SEC for more complete information about the Company and any such
offering. You may get these documents for free by visiting EDGAR on the SEC Website at
www.sec.gov
. Alternatively, the Company will arrange to send you those documents (after
their filing with the SEC) if you make such request by calling 832-369-6986 and requesting investor
relations.
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
transactions considering the various closing conditions; the benefits of such
-2-
transactions and their impact on the Companys business; and any statements or 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 SEC. 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 SEC that discuss factors germane to our business,
including our Annual Report on Form 10-K for the year ended December 31, 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 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 Company shares as consideration for the proposed transaction,
including the Company 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
.
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 Company 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 Company shares upon exchange of the exchangeable shares will
be registered under the Securities Act.
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. has filed a proxy statement and NGAS and the Company will file
other relevant materials with the SEC.
INVESTORS AND SECURITY HOLDERS OF NGAS ARE URGED TO READ THE PROXY STATEMENT
AND ANY OTHER RELEVANT MATERIALS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION
BECAUSE THEY CONTAIN AND 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 any other documents filed by the Company and NGAS
with the SEC at the SECs website at
www.sec.gov
. The proxy statement and
such other documents filed by NGAS may also be obtained for free by contacting NGAS
at 959-263-3948 or 120 Prosperous Place, Suite 201, Lexington, Kentucky 40509-1844
or by visiting NGAS website at
www.ngas.com
. Copies of any materials
filed by the Company may also be obtained for free by contacting the Company at 832-369-6986 or 777
Post Oak Boulevard, Suite 650, Houston, Texas 77056 Attention: Investor Relations or visiting the
Companys website at
www.magnumhunterresources.com
.
Participants in the Solicitation
The Company, NGAS 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 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 the Companys executive officers and directors in
the solicitation by reading the proxy statement for the Companys 2010 Annual Meeting of
Shareholders, which was filed with the SEC on September 3, 2010, and the proxy statement of NGAS
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 executive
officers and directors in the solicitation by reading the proxy
statement for NGAS 2010 Annual Meeting of Shareholders, which was filed with the SEC on April 29, 2010, and
NGAS proxy statement relating to the proposed transaction which
was filed with the SEC on March 9, 2011, and other relevant
materials to be filed with the SEC when they become available. Certain executives and directors of
NGAS have interests in the proposed transaction that may differ from the interests
of NGAS 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 are described in the proxy statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
|
|
Exhibit No.
|
|
Description
|
23.1
|
|
Consent of Hall, Kistler & Company LLP
|
|
|
|
23.2
|
|
Consent of KPMG LLP
|
|
|
|
23.3
|
|
Consent of UHY LLP
|
|
|
|
23.4
|
|
Consent of Wright & Company, Inc.
|
|
|
|
23.5
|
|
Consent of AJM Petroleum Consultants
|
|
|
|
99.1
|
|
Audited Consolidated Financial Statements of NGAS
Resources, Inc. as of December 31, 2009 and 2010 and for
the years then ended
|
|
|
|
99.2
|
|
Audited Consolidated Financial Statements of NuLoch
Resources Inc. as of December 31, 2009, and 2010
and for the years then ended
|
|
|
|
99.3
|
|
Audited Statements of Revenues and Direct Operating
Expenses for the year ended December 31, 2009, and
Unaudited Statements of Revenues and Direct Operating
Expenses for the nine month periods ended September 30,
2009 and 2010, with respect to the Purchased Assets
|
|
|
|
99.4
|
|
Independent Engineer Report on Reserves as of December
31, 2010 prepared by Wright & Company, Inc. for NGAS
Resources, Inc.
|
|
|
|
99.5
|
|
Independent Engineer Report on Reserves as of December
31, 2010 prepared by AJM Petroleum Consultants for NuLoch
Resources Inc.
|
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.
|
|
|
|
|
|
MAGNUM HUNTER
RESOURCES CORPORATION
|
|
Date: March 9, 2011
|
/s/ Ronald D. Ormand
|
|
|
Ronald D. Ormand,
|
|
|
Executive Vice President,
Chief Financial Officer
|
|
|
EXHIBIT INDEX
|
|
|
Exhibit No.
|
|
Description
|
23.1
|
|
Consent of Hall, Kistler & Company LLP
|
|
|
|
23.2
|
|
Consent of KPMG LLP
|
|
|
|
23.3
|
|
Consent of UHY LLP
|
|
|
|
23.4
|
|
Consent of Wright & Company, Inc.
|
|
|
|
23.5
|
|
Consent of AJM Petroleum Consultants
|
|
|
|
99.1
|
|
Audited Consolidated Financial Statements of NGAS
Resources, Inc. as of December 31, 2009 and 2010 and for
the years then ended
|
|
|
|
99.2
|
|
Audited Consolidated Financial Statements of NuLoch
Resources Inc. as of December 31, 2009, and 2010
and for the years then ended
|
|
|
|
99.3
|
|
Audited Statements of Revenues and Direct Operating
Expenses for the year ended December 31, 2009, and
Unaudited Statements of Revenues and Direct Operating
Expenses for the nine month periods ended September 30,
2009 and 2010, with respect to the Purchased Assets
|
|
|
|
99.4
|
|
Independent Engineer Report on Reserves as of December
31, 2010 prepared by Wright & Company, Inc. for NGAS
Resources, Inc.
|
|
|
|
99.5
|
|
Independent Engineer Report on Reserves as of December
31, 2010 prepared by AJM Petroleum Consultants for NuLoch
Resources Inc.
|
Ngas (NASDAQ:NGAS)
Historical Stock Chart
From Aug 2024 to Sep 2024
Ngas (NASDAQ:NGAS)
Historical Stock Chart
From Sep 2023 to Sep 2024