Attached files
| file | filename |
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| EX-1.1 - GASTAR EXPLORATION, INC. | v204957_ex1-1.htm |
| EX-99.1 - GASTAR EXPLORATION, INC. | v204957_ex99-1.htm |
| EX-99.2 - GASTAR EXPLORATION, INC. | v204957_ex99-2.htm |
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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 8, 2010 (December
6, 2010)
GASTAR
EXPLORATION LTD.
(Exact
Name of Registrant as Specified in its Charter)
|
ALBERTA,
CANADA
|
001-32714
|
98-0570897
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
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Identification
No.)
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1331
LAMAR STREET, SUITE 1080
HOUSTON,
TEXAS 77010
(Address
of principal executive offices)
(713)
739-1800
(Registrant's
telephone number, including area code)
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 (see General Instruction A.2. below):
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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SECTION
1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item
1.01 Entry into a Material Definitive Agreement
On
December 7, 2010, Gastar Exploration Ltd. (the “Company”) entered into an
Underwriting Agreement (the “Underwriting Agreement”), filed herewith as Exhibit
1.1, by and between the Company and Johnson Rice & Company L.L.C., on
behalf of itself and as representative of the other underwriters named therein
(the “Underwriters”) that provides for the issuance and sale by the Company, and
purchase by the Underwriters, of 12,000,000 common shares (the
“Shares”). The Underwriters were also granted an over allotment
option for a period of 30 days to purchase up to an additional 1,800,000 common
shares. The material terms of the offering are described in the
prospectus supplement dated December 7, 2010, as filed by the Company with the
Securities and Exchange Commission (the “Commission”). The offer and
sale of the Shares is registered with the Commission pursuant to the Company’s
Registration Statement on Form S-3 (File No. 333-160776) which was declared
effective by the Commission on November 24, 2009. The closing with
respect to the Shares is expected to occur on December 13, 2010, subject to
customary closing conditions.
The
Underwriting Agreement contains customary representations, warranties and
agreements of the Company and its affiliates, and customary conditions to
closing, indemnification rights, obligations of the parties and termination
provisions.
The
foregoing description of the Underwriting Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Underwriting Agreement, a copy of which is filed herewith as Exhibit 1.1 and is
incorporated herein by reference.
From time
to time, the Underwriter and its affiliates have, directly or indirectly,
provided investment banking or financial advisory services to us for which they
have received customary fees and commissions. They may provide these
services to us from time to time in the future.
SECTION
7 – REGULATION FD
Item
7.01 Regulation FD Disclosure
On December
6, 2010, the Company issued a press release announcing the commencement of the
underwritten public offering of 12,000,000 common shares described herein under
Item 1.01. A copy of the Company’s press release, dated December 6,
2010, including such information is furnished herewith as Exhibit 99.1 and is
incorporated herein by reference.
On
December 7, 2010, the Company issued a press release announcing that it had
priced the underwritten public offering described herein under Item 1.01. A copy
of the press release is furnished herewith as Exhibit 99.2 and is incorporated
herein by reference.
In
accordance with General Instruction B.2 of Form 8-K, the information presented
herein under Item 7.01 and set forth in the attached Exhibit 99.1 and Exhibit
99.2 is deemed to be “furnished” solely pursuant to Item 7.01 of this report and
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section, nor shall such information or the Exhibit be deemed incorporated
by reference into any filing under the Securities Act of 1933 or the Securities
Exchange Act of 1934, each as amended.
SECTION
9 – FINANCIAL STATEMENTS AND EXHIBITS
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
-2-
The
following is a list of exhibits furnished as part of this Form
8-K:
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Exhibit No.
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Description of Document
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1.1
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Underwriting
Agreement, dated as of December 7, 2010, by and between Gastar Exploration
Ltd. and Johnson Rice & Company L.L.C., on behalf of itself and as
representative of the other underwriters named therein.
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|
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99.1
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Press
release dated December 6, 2010.
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99.2
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Press
release dated December 7,
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.
GASTAR
EXPLORATION LTD.
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Date: December
8, 2010
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By:
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/s/ J. RUSSELL PORTER
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J.
Russell Porter
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||
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President
and Chief Executive
Officer
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-3-
EXHIBIT
INDEX
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Exhibit No.
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Description of Document
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|
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1.1
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Underwriting
Agreement, dated as of December 7, 2010, by and between Gastar Exploration
Ltd. and Johnson Rice & Company L.L.C., on behalf of itself and as
representative of the other underwriters named therein.
|
|
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99.1
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Press
release dated December 6, 2010.
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99.2
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Press
release dated December 7,
2010.
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-4-