Attached files
| file | filename |
|---|---|
| EX-8.1 - OPINION OF FULBRIGHT & JAWORSKI L.L.P. WITH RESPECT TO TAX MATTERS - MAGNUM HUNTER RESOURCES CORP | magnum_8k-ex0801.htm |
| EX-5.1 - OPINION OF FULBRIGHT & JAWORSKI L.L.P. - MAGNUM HUNTER RESOURCES CORP | magnum_8k-ex0501.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - MAGNUM HUNTER RESOURCES CORP | magnum_8k-ex0101.htm |
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): December 9, 2009
___________
MAGNUM
HUNTER RESOURCES CORPORATION
(Exact
Name of Registrant as Specified in its Charter)
|
Delaware
(State
or Other Jurisdiction of
Incorporation)
|
001-32997
(Commission
File Number)
|
86-0879278
(I.R.S.
Employer Identification Number)
|
777
Post Oak Boulevard, Suite 910
Houston,
Texas 77056
(Address
of principal executive offices, including zip code)
(832) 369-6986
(Registrant’s
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:
|
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))
|
|
Item
1.01
|
Entry
into a Material Definitive
Agreement.
|
On
December 9, 2009, Magnum Hunter Resources Corporation, a Delaware corporation
(the “Company”),
entered into an underwriting agreement (the “Underwriting
Agreement”)
with Wunderlich Securities, Inc. (the “Underwriter”)
pursuant to which the Company agreed to issue and sell to the Underwriter an
aggregate of 214,950 shares of the Company’s 10.25% Series C Cumulative
Perpetual Preferred Stock, par value $0.01 per share and liquidation preference
$25.00 per share (the “Series C
Preferred Stock”), and, at the election of the Underwriter, up to 32,242 additional shares of
Series C Preferred Stock. The shares of Series C Preferred Stock will
be issued pursuant to a prospectus supplement filed with the Securities and
Exchange Commission in connection with a takedown from the Company’s shelf
registration statement on Form S-3 (File No. 333-161937), which became effective
on October 15, 2009. The Company has applied to list the shares of
Series C Preferred Stock on the NYSE Amex under the symbol
“MHR.PR.C.”
Pursuant
to the Underwriting Agreement, the Company has agreed to issue and sell the
shares of Series C Preferred Stock to the Underwriter at an underwriting
discount of 5%. The sale of the shares of Series C Preferred Stock is
expected to yield approximately $5.37 million in total gross
proceeds to the Company, before payment of the underwriting discount and
expenses. The Company has also agreed to indemnify the Underwriter
against certain liabilities.
The
Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form
8-K and is incorporated herein by reference.
In
connection with the entering into of the Underwriting Agreement, on December 10,
2009, the Company filed a Certificate of Designation of Rights and Preferences
(the “Certificate of
Designation”) for the Series C Preferred Stock with the Secretary of
State of the State of Delaware with respect to 750,000 shares of Series C
Preferred Stock. The Series C Preferred Stock cannot be converted
into common stock of the Company, but may be redeemed by the Company, at the
Company’s option, on or after December 14, 2011 for $25.00 per
share. In the event of a change of control of the Company, the Series
C Preferred Stock will be redeemable at $26.00 per share during the first twelve
months after December 14, 2009, $25.50 during the second twelve months after
December 14, 2009, and $25.00 thereafter, except in certain circumstances when
the acquirer is considered a qualifying public company.
The
Certificate of Designation is filed as Exhibit 3.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
The
prospectus supplement filed with the Commission on December 11, 2009 relating to
the offer and sale of the Series C Preferred Stock is filed as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.
2
|
Item
5.03.
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
The information included in Item 1.01
of this Current Report on Form 8-K is also incorporated by reference into this
Item 5.03 of this Current Report on Form 8-K.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
(d) Exhibits.
|
Exhibit
Number
|
Description
|
|
|
1.1
|
Underwriting
Agreement, dated December 9, 2009, between Magnum Hunter Resources
Corporation and Wunderlich Securities, Inc.
|
|
|
3.1
|
Certificate
of Designation of Rights and Preferences of Series C Preferred Stock
(incorporated by reference to Magnum Hunter Resources Corporation’s
Registration Statement Form 8-A filed with the Commission on December 10,
2009)
|
|
|
5.1
|
Opinion
of Fulbright & Jaworski L.L.P.
|
|
|
8.1
|
Opinion
of Fulbright & Jaworski L.L.P. with respect to tax
matters
|
|
|
23.1
|
Consent
of Fulbright & Jaworski L.L.P. (included in Exhibits 5.1 and
8.1)
|
|
|
99.1
|
Prospectus
Supplement relating to Series C Preferred Stock (incorporated by reference
to Magnum Hunter Resources Corporation’s Prospectus Supplement filed with
the Commission pursuant to Rule 424(b) on December 11,
2009)
|
3
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.
| MAGNUM HUNTER RESOURCES CORPORATION | |||
|
Date: December
11, 2009
|
By:
|
/s/ Gary C. Evans | |
| Name: | Gary C. Evans | ||
| Title: | Chairman of the Board of Directors | ||
4
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
|
1.1
|
Underwriting
Agreement, dated December 9, 2009, between Magnum Hunter Resources
Corporation and Wunderlich Securities, Inc.
|
|
|
3.1
|
Certificate
of Designation of Rights and Preferences of Series C Preferred Stock
(incorporated by reference to Magnum Hunter Resources Corporation’s
Registration Statement Form 8-A filed with the Commission on December 10,
2009)
|
|
|
5.1
|
Opinion
of Fulbright & Jaworski L.L.P.
|
|
|
8.1
|
Opinion
of Fulbright & Jaworski L.L.P. with respect to tax
matters
|
|
|
23.1
|
Consent
of Fulbright & Jaworski L.L.P. (included in Exhibits 5.1 and
8.1)
|
|
|
99.1
|
Prospectus
Supplement relating to Series C Preferred Stock (incorporated by reference
to Magnum Hunter Resources Corporation’s Prospectus Supplement filed with
the Commission pursuant to Rule 424(b) on December 11,
2009)
|
5