Attached files
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| EX-99.1 - CAWLEY LETTER MARCH 2 - MAGNUM HUNTER RESOURCES CORP | magnum_ex9901.htm |
| EX-31.1 - CERTIFICATION - MAGNUM HUNTER RESOURCES CORP | mhr_10ka-ex3101.htm |
| EX-32 - CERTIFICATION - MAGNUM HUNTER RESOURCES CORP | mhr_10ka-ex3200.htm |
| EX-31.2 - CERTIFICATION - MAGNUM HUNTER RESOURCES CORP | mhr_10ka-ex3102.htm |
| EX-99.2 - CAWLEY LETTER MARCH 5 - MAGNUM HUNTER RESOURCES CORP | magnum_ex9902.htm |
| EX-99.4 - DEGOLYER LETTER - MAGNUM HUNTER RESOURCES CORP | mhr_10ka-ex9104.htm |
| EX-99.3 - CAWLEY LETTER MARCH 9 - MAGNUM HUNTER RESOURCES CORP | mhr_10ka-ex9103.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2009
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Commission file number: 001-32997
Magnum Hunter Resources Corporation
(Name of registrant as specified in its charter)
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DELAWARE
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86-0879278
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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777 Post Oak Boulevard, Suite 910, Houston, Texas 77056
(Address of principal executive offices, including zip code)
Registrant’s telephone number including area code: (832) 369-6986
Securities registered under Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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$0.01 par value Common Stock
10.25% Series C Cumulative Perpetual Preferred Stock
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NYSE Amex
NYSE Amex
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Securities registered under Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes No
Indicate by check mark if the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Act):
Large accelerated filer __ Accelerated filer __
Non-accelerated filer __ Smaller reporting company x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes No
State the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $21,172,701.
As of March 29, 2010, 60,140,537 shares of the registrant’s common stock were issued and outstanding.
TABLE OF CONTENTS
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PART IV
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15.
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Exhibits and Financial Statement Schedules
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Signatures
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EXPLANATORY NOTE
This Amendment No. 2 on Form 10-K/A (this “Amendment”) amends Magnum Hunter Resources Corporation’s (“Magnum Hunter” or the “Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2009, originally filed on March 31, 2010, as amended on April 30, 2010 (the “Existing Filing”). Magnum Hunter is filing this Amendment to include the oil and gas reserve reports of Cawley Gillespie & Associates, Inc. and DeGolyer and MacNaughton as Exhibits 99.1 through 99.4, which reports were inadvertently omitted from the Existing Filing. Both Cawley Gillespie & Associates, Inc. and DeGolyer and MacNaughton have provided consent to include their respective oil and gas reserve reports as indicated in Exhibits 23.3 and 23.4 contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, originally filed on March 31, 2010. In addition, in connection with the filing of this Amendment and pursuant to the rules of the Securities and Exchange Commission, Magnum Hunter is including with this Amendment certain currently dated certifications.
Except as described above, no other changes have been made to the Existing Filing. This Amendment continues to speak as of the date of the Existing Filing, and Magnum Hunter has not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the Existing Filing.
PART IV
Item 15. Exhibits, Financial Statement Schedules
The exhibits listed in the accompanying Index to Exhibits are filed or incorporated by reference as part of the Form 10-K/A.
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Exhibit
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Number
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Description
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3.1
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(1)
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Certificate of Incorporation of the Registrant, as amended
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3.1.1
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(6)
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Certificate of Amendment to Certificate of Incorporation of the Registrant dated May 10, 2007
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3.1.2
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(12)
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Certificate of Ownership and Merger of Magnum Hunter Resources Corporation into Petro Resources Corporation, effective July 14, 2009.
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3.2
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(1)
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Amended and Restated Bylaws of the Registrant dated April 14, 2006
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3.2.1
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(2)
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Amendment to Bylaws of the Registrant
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3.2.2
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(7)
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Amendment to Bylaws of the Registrant dated October 12, 2006
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4.1
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(3)
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Certificate of Designations of Preferences and Rights of Series A Preferred Stock
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4.2
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(21)
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Certificate of Designation for Series B Redeemable Convertible Preferred Stock
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4.3
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(19)
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Certificate of Designation of Rights and Preferences of Series C Preferred Stock
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10.1
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(1)
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Form of Registration Rights Agreement dated August 1, 2005
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10.2
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(1)
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Form of Warrant sold as part of August 2005 private placement
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10.3
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(1)
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Lease Purchase Agreement dated January 10, 2006 between Petro Resource Corporation and The Meridian Resource & Exploration, LLC
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10.4
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(1)
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2006 Stock Incentive Plan*
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10.5
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(1)
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Form of Registration Rights Agreement dated February 17, 2006
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10.6
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(1)
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Form of Warrant sold as part of February 2006 private placement
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10.7
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(2)
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Subscription Agreement for Hall-Houston Exploration II, L.P.
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10.8
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(2)
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Amended and Restated Agreement of Limited Partnership dated as of April 21, 2006 for Hall-Houston Exploration II, L.P.
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10.9
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(4)
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Purchase and Sale Agreement dated December 11, 2006 with Eagle Operating, Inc.
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10.10
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(4)
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Credit Agreement dated February 16, 2007 between PRC Williston LLC and D.B. Zwirn Special Opportunities Fund, L.P., as administrative agent
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10.11
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(4)
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Security Agreement dated February 16, 2007 Between PRC Williston, LLC and D.B. Zwirn Special Opportunities Fund, L.P., as administrative agent
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10.12
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(4)
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Guaranty and Pledge Agreement dated February 16, 2007 between Petro Resource Corporation and D.B. Zwirn Special Opportunities Fund, L.P., as administrative agent
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10.13
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(4)
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Lease dated September 30, 2006 with Gateway Ridgecrest Inc.
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10.14
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(3)
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Securities Purchase Agreement dated April 3, 2007
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10.15
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(3)
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Registration Rights Agreement dated April 3, 2007
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10.16
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(5)
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Letter Agreement dated May 25, 2007 between Petro Resource Corporation and Harry Lee Stout*
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10.17
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(6)
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Letter Agreement dated August 14, 2007 between PRC Williston LLC and D.B. Zwirn Special Opportunities Fund, L.P., as administrative agent
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10.18
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(7)
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Letter Agreement dated September 19, 2007 between PRC Williston LLC and D.B. Zwirn Special Opportunities Fund, L.P., as administrative agent
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10.19
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(8)
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First Amendment dated May 13, 2008 to Credit Agreement dated February 16, 2007 between PRC Williston LLC and D.B. Zwirn Special Opportunities Fund, L.P., as administrative agent
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10.20
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(9)
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Credit Agreement dated as of September 9, 2008, among Petro Resources Corporation, CIT Capital USA Inc., as administrative agent, and the lenders party thereto
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10.21
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(20)
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First Amendment to Credit Agreement dated March 19, 2009 among Petro Resources Corporation, CIT Capital USA Inc., as administrative agent, and the lenders party thereto
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10.22
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(9)
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Second Lien Term Loan Agreement dated as of September 9, 2008, on March 19, 2009 among Petro Resources Corporation, CIT Capital USA Inc., as administrative agent, and the lenders party thereto
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10.23
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(20)
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First Amendment to Second Lien Term Loan Agreement dated March 19, 2009 among Petro Resources Corporation, CIT Capital USA Inc., as administrative agent, and the lenders party thereto
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10.24
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(9)
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Guaranty and Collateral Agreement dated as of September 9, 2008 among Petro Resources Corporation, PRC Williston LLC, and CIT Capital USA Inc., as administrative agent
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10.25
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(9)
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Second Lien Guaranty and Collateral Agreement dated as of September 9, 2008 among Petro Resources Corporation, PRC Williston LLC, and CIT Capital USA Inc., as administrative agent
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10.26
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(10)
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Partnership Interest Purchase Agreement dated September 26, 2008, as amended on September 29, 2008, between Petro Resources Corporation and PRC HHEP II, LP
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10.27
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(11)
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Employment Agreement dated May 22, 2009 between Gary C. Evans and Petro Resources Corporation*
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10.28
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(11)
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Stock Option Agreement dated May 22, 2009 between Gary C. Evans and Petro Resources Corporation*
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10.29
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(11)
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Restricted Stock Agreement dated May 22, 2009 between Gary C. Evans and Petro Resources Corporation*
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10.30
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(11)
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Employment Agreement dated May 22, 2009 between Ronald D. Ormand and Petro Resources Corporation*
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10.31
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(11)
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Stock Option Agreement dated May 22, 2009 between Ronald D. Ormand and Petro Resources Corporation *
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10.32
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(11)
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Restricted Stock Agreement dated May 22, 2009 between Ronald D. Ormand and Petro Resources Corporation *
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10.33
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(13)
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Agreement and Plan of Merger, dated September 9, 2009, by and among Magnum Hunter Resources Corporation, Sharon Hunter, Inc., Sharon Resources, Inc. and Sharon Energy Ltd.
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10.34
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(13)
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Purchase and Sale Agreement, dated September 14, 2009, between Centurion Exploration Company, LLC and Magnum Hunter Resources Corporation.
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10.35
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(14)
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Asset Purchase Agreement dated as of October 28, 2009 among Magnum Hunter Resources Corporation and Triad Energy Corporation.
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10.36
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(15)
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Form of Warrant sold as part of November 2009 offering.
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10.37
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(15)
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Form of Securities Purchase and Registration Rights Agreement as part of November 2009 offering.
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10.38
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(16)
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Form of Warrant sold as part of November 2009 offering with Canaccord Adams, Inc. as the Placement Agent.
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10.39
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(16)
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Placement Agency Agreement, dated as of November 10, 2009, by and between Magnum Hunter Resources Corporation and Canaccord Adams Inc. for the sale of up to an aggregate of 3,903,720 Units.
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10.40
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(16)
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Placement Agency Agreement, dated as of November 11, 2009, by and between Magnum Hunter Resources Corporation and Canaccord Adams Inc. for the sale of up to an aggregate of 2,500,000 Units.
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10.41
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(17)
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Credit Agreement, dated as of November 23, 2009, as amended on November 30, 2009, by and among the Company, Bank of Montreal, as administrative agent, BMO Capital Markets, as Lead Arranger and Bookrunner, and the lenders party thereto.
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10.42
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(18)
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Underwriting Agreement, dated December 9, 2009, between Magnum Hunter Resources Corporation and Wunderlich Securities, Inc.
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10.44
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(26)
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Employment Agreement dated May 27, 2008 between Petro Resources Corporation and Wayne P. Hall.*
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10.45
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(26)
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Employment Agreement dated May 27, 2008 between Petro Resources Corporation and Donald L. Kirkendall.*
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10.46
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(26)
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Employment Agreement dated May 27, 2008 between Petro Resources Corporation and James W. Denny. *
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10.47
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(26)
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First Amendment to Credit Agreement dated March 19, 2009 among Petro Resources Corporation, CIT Capital USA Inc., as administrative agent, and the lenders party thereto
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10.48
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(26)
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First Amendment to Second Lien Term Loan Agreement dated March 19, 2009 among Petro Resources Corporation, CIT Capital USA Inc., as administrative agent, and the lenders party thereto
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10.49
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(22)
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Second Amendment to Credit Agreement, dated as of January 25, 2010, by and among the Company, Bank of Montreal, as administrative agent, and the guarantors and lenders party thereto
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10.50
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(23)
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Amended and Restated Credit Agreement, dated as of February 12, 2010, by and among the Company, Bank of Montreal, as Administrative Agent, Capital One, N.A. as Syndication Agent, BMO Capital Markets and Capital One, N.A., as Co-Arrangers and Joint Bookrunner, and the lenders party thereto
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10.53
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(24)
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At The Market Issuance Sales Agreement with Wm. Smith & Co. for Series C Preferred Stock
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10.54
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(25)
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At Market Issuance Sales Agreement with Wm. Smith & Co. for Common Stock
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21.1
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(27)
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List of Subsidiaries
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23.1
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(27)
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Consent of Hein & Associates LLP
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23.2
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(27)
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Consent of Malone & Bailey, PC
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23.3
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(27)
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Consent of Cawley Gillespie & Associates, Inc
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23.4
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(27)
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Consent of DeGolyer & MacNaughton
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31.1
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(28)
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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31.2
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(28)
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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32.1
99.1
99.2
99.3
99.4
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(28)
(28)
(28)
(28)
(28)
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Certification of the Chief Executive Officer and Chief Financial Officer provided pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Chalkley Report prepared by Cawley Gillespie & Associates, Inc.
PRC Williston LLC Report prepared by Cawley Gillespie & Associates, Inc.
Sharon Resources Report prepared by Cawley Gillespie & Associates, Inc.
Report prepared by DeGolyer & MacNaughton
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*
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The referenced exhibit is a management contract, compensatory plan or arrangement.
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(1)
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Incorporated by reference from Petro Resource Corporation’s Registration Statement on Form SB-2 filed on March 21, 2006.
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(2)
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Incorporated by reference from Petro Resource Corporation’s Amendment No. 1 to Registration Statement on Form SB-2 filed on June 9, 2006.
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(3)
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Incorporated by reference from Magnum Hunter Resources Corporation’s current report on Form 8-K filed on April 4, 2007.
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(4)
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Incorporated by reference from Magnum Hunter Resources Corporation’s annual report on Form 10-KSB for the year ended December 31, 2006, filed on April 2, 2007.
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(5)
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Incorporated by reference from Magnum Hunter Resources Corporation’s current report on Form 8-K filed on June 1, 2007.
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(6)
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Incorporated by reference from Magnum Hunter Resources Corporation’s quarterly report on Form 10-QSB filed on August 14, 2007.
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(7)
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Incorporated by reference from Magnum Hunter Resources Corporation’s Amendment No. 1 to Registration Statement on Form SB-2 filed on September 21, 2007.
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(8)
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Incorporated by reference from the Magnum Hunter Resources Corporation’s quarterly report on Form 10-Q filed on May 15, 2008.
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(9)
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Incorporated by reference from Magnum Hunter Resources Corporation’s current report on Forms 8-K filed on September 11, 2008 and March 30, 2009.
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(10)
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Incorporated by reference from Magnum Hunter Resources Corporation’s quarterly report on Form 10-Q filed on November 13, 2008.
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(11)
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Incorporated by reference from Magnum Hunter Resources Corporation’s current report on Form 8-K filed on May 28, 2009.
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(12)
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Incorporated by reference from Magnum Hunter Resources Corporation’s current report on Form 8-K filed on July 14, 2009.
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(13)
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Incorporated by reference from Magnum Hunter Resources Corporation’s current report on Form 8-K filed on September 15, 2009.
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(14)
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Incorporated by reference from Magnum Hunter Resources Corporation’s current report on Form 8-K filed on October 29, 2009.
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(15)
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Incorporated by reference from Magnum Hunter Resources Corporation’s current report on Form 8-K filed on November 6, 2009.
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(16)
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Incorporated by reference from Magnum Hunter Resources Corporation’s current report on Form 8-K filed on November 13, 2009.
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(17)
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Incorporated by reference from Magnum Hunter Resources Corporation’s current report on Forms 8-K filed on November 27, 2009 and November 30, 2009.
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(18)
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Incorporated by reference from Magnum Hunter Resources Corporation’s current report on Form 8-K filed on December 11, 2009.
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(19)
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Incorporated by reference from Magnum Hunter Resources Corporation’s Registration Statement Form 8-A filed on December 10, 2009.
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(20)
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Incorporated by reference from Magnum Hunter Resources Corporation’s quarterly report on Form 10-Q filed on May 11, 2009.
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(21)
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Incorporated by reference from Magnum Hunter Resources Corporation’s Registration Statement Form 8-A filed on February 16, 2010.
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(22)
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Incorporated by reference from Magnum Hunter Resources Corporation’s current report on Form 8-K filed on January 28, 2010.
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(23)
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Incorporated by reference from Magnum Hunter Resources Corporation’s current report on Form 8-K filed on February 19, 2010.
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(24)
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Incorporated by reference from Magnum Hunter Resources Corporation’s current report on Form 8-K filed on January 6, 2010.
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(25)
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Incorporated by reference from Magnum Hunter Resources Corporation’s Form S-3/A filed on October 14, 2010.
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(26)
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Incorporated by reference from Magnum Hunter Resources Corporation’s annual report on Form 10-K filed on March 31, 2009.
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(27)
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Incorporated by reference from Magnum Hunter Resources Corporation’s annual report on Form 10-K filed on March 31, 2010.
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(28)
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Filed herewith.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
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MAGNUM HUNTER RESOURCES CORPORATION
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Date: June 4, 2010
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By:
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/s/ Gary C. Evans | ||
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Gary C. Evans
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Chairman of the Board and Chief Executive Officer
(Authorized Signatory)
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