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): September 4, 2014
ULTRA PETROLEUM CORP.
(Exact name of registrant as specified in its charter)
Yukon, Canada | 001-33614 | N/A | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
400 N. Sam Houston Parkway East
Suite 1200
Houston, Texas 77060
(Address of principal executive offices)
(281) 876-0120
(Registrants 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:
¨ | 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 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 1 Registrants Business and Operations
Item 1.01 | Entry into a Material Definitive Agreement. |
Purchase Agreement
On September 4, 2014, Ultra Petroleum Corp. (the Company) entered into a Purchase Agreement (the Purchase Agreement) between the Company and Goldman, Sachs & Co., as representative of the initial purchasers named therein (the Initial Purchasers), pursuant to which the Company agreed to issue and sell to the Initial Purchasers $850.0 million in aggregate principal amount of the Companys 6.125% senior unsecured notes due 2024 (the Notes). The Purchase Agreement contains representations and warranties of the parties that are customary for transactions of this type as well as indemnification and contribution provisions under which the Company, on the one hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the Securities Act).
The Company intends to use the net proceeds of the offering to fund a portion of the purchase price of its previously announced Pinedale field acquisition. The offering is expected to close into escrow on September 18, 2014, subject to customary closing conditions, and is subject to release from escrow upon the closing of the Pinedale field acquisition.
This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement which is incorporated by reference into this Item 1.01. A copy of the Purchase Agreement is filed herewith as Exhibit 10.1 hereto.
Section 8 Other Events
Item 8.01 | Other Events. |
On September 4, 2014, the Company issued a news release announcing the pricing of the offering of the Notes. The full text of the news release is filed herewith as Exhibit 99.1, and is incorporated herein by reference.
Section 9 Financial Statements and Exhibits
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits. |
Exhibit Number |
Title of Document | |
10.1 | Purchase Agreement, dated September 4, 2014, between Ultra Petroleum Corp. and Goldman, Sachs & Co., as representative of the Initial Purchasers | |
99.1 | News Release dated September 4, 2014 |
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.
ULTRA PETROLEUM CORP. | ||||
September 5, 2014 | By: | /s/ Garrett B. Smith | ||
Name: | Garrett B. Smith | |||
Title: | Principal Counsel and Corporate Secretary |
Exhibit Index
Exhibit Number |
Title of Document | |
10.1 | Purchase Agreement, dated September 4, 2014, between Ultra Petroleum Corp. and Goldman, Sachs & Co., as representative of the Initial Purchasers. | |
99.1 | News Release dated September 4, 2014. |