Attached files
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| EX-99.1 - ULTRA PETROLEUM CORP | v199100_ex99-1.htm |
| EX-10.1 - ULTRA PETROLEUM CORP | v199100_ex10-1.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) : October 12,
2010
ULTRA
PETROLEUM CORP.
(Exact
name of registrant as specified in its charter)
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Yukon
Territory, Canada
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001-33614
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N/A
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(State
or other jurisdiction
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(Commission
File Number 001-33614)
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(I.R.S.
Employer
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of
incorporation)
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Identification
No.)
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363
N. Sam Houston Parkway East
Suite
1200
Houston,
Texas 77060
(Address
of principal executive offices, including zip code)
Registrant's
telephone number, including area code: (281) 876-0120
(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))
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Item
1.01
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Entry into a Material
Definitive Agreement
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The
information in Item 2.03 below is incorporated herein by
reference.
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Item
2.03
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Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant
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On
October 12, 2010, Ultra Petroleum Corp.'s subsidiary Ultra Resources, Inc.
issued $525 million of Senior Notes (the "Notes") pursuant to a
Third Supplement to its Master Note Purchase Agreement dated March 6, 2008 (as
supplemented, the "Note Agreement"). Of
the Notes: $315 million are 4.51% Senior Notes due October 12, 2020; $35 million
are 4.66% Senior Notes due October 12, 2022; and $175 million are 4.91% Senior
Notes due October 13, 2025.
The Notes
rank pari passu with Ultra Resources' bank revolving credit facility and
outstanding senior notes. Payment of the Notes is guaranteed by Ultra Petroleum
Corp. and its subsidiary UP Energy Corporation. Net proceeds from the offering
will be used to repay existing bank debt and for general corporate purposes, but
will not reduce the size of the revolving credit facility. The Notes are subject
to terms and conditions customary in senior note financings of this type,
including covenants, representations, warranties, rights of prepayment, events
of default and rights of acceleration. The foregoing summary is qualified in its
entirety by reference to the Note Agreement. A copy of the Third Supplement is
attached to this document as Exhibit Number 10.1 and is incorporated herein by
reference.
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Item
7.01
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Regulation
FD Disclosure
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The
Company issued a news release attached as Exhibit 99.1, announcing that Ultra
Resources, Inc. had entered into the Third Supplement and issued the
Notes. The information presented in this Item 7.01 shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, nor shall it be deemed incorporated by reference into any
filing under the Securities Act of 1933, as amended, except as expressly set
forth in such filing.
Item 9.01. Financial Statements
and Exhibits
(d) Exhibits
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Exhibit Number
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Title of Document
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10.1
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Third
Supplement to Master Note Purchase Agreement dated October 12,
2010
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99.1
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News
Release dated October 15,
2010
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SIGNATURES
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.
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ULTRA
PETROLEUM CORP.
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October
15, 2010
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By:
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/s/Garrett B.
Smith
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Name:
Garrett B. Smith
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Title:
Corporate
Secretary
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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Item 9.01. Financial Statements
and Exhibits
(d) Exhibits
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Exhibit Number
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Title of Document
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10.1
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Third
Supplement to Master Note Agreement dated October 12,
2010
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99.1
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News
Release dated October 15,
2010
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