Attached files
| file | filename |
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| EX-99.1 - GASTAR EXPLORATION, INC. | v205944_ex99-1.htm |
| EX-10.1 - GASTAR EXPLORATION, INC. | v205944_ex10-1.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 20, 2010 (December
17, 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)
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File
Number)
|
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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¨
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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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¨
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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.
The
information described in Item 2.01 of this Current Report on Form 8-K relating
to the Marcellus Acquisition as contemplated by the Purchase Agreement is hereby
incorporated by reference into this Item 1.01.
SECTION
2 – FINANCIAL INFORMATION
Item
2.01 Completion of an Acquisition or Disposition of Assets.
As previously disclosed, on November 5,
2010, Gastar Exploration USA, Inc., a wholly owned subsidiary of Gastar
Exploration Ltd. (collectively, the “Company”) entered into that certain
purchase and sale agreement (the “Purchase Agreement”) with certain private
sellers providing for the acquisition of approximately 62,000 net acres of
leasehold in the Marcellus Shale concentrated in Preston, Randolph, Tucker and
Pendleton Counties, West Virginia, including approximately 17,000 net acres held
by production, as well as a natural gas gathering system consisting of 41 miles
of six inch steel pipeline, an operated salt water disposal well and five
producing conventional natural gas wells, currently producing at an average
gross rate of 500 Mcf per day (the “Marcellus Acquisition”).
On
December 17, 2010, the Company completed the Marcellus Acquisition for a
purchase price of approximately $29.1 million.
There are
no material relationships, other than in respect of this transaction, between
the sellers and the Company or any of its subsidiaries or affiliates, or any
director or officer of the Company, or any associate of any such director or
officer.
The
foregoing description of the Purchase Agreement does not purport to be complete
and is qualified in its entirety by reference to the complete text of such
agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
-2-
SECTION
7 – REGULATION FD
Item
7.01 Regulation FD Disclosure
On
December 20, 2010, the Company issued a press release announcing the closing of
the Marcellus Acquisition described in Item 2.01 of this Current Report on Form
8-K. A copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
In
accordance with General Instruction B.2 of Form 8-K, the information presented
herein under this Item 7.01 and set forth in the attached Exhibit 99.1 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
The following is a list of exhibits
filed or furnished as part of this Current Report.
|
Exhibit Number
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Description of Document
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|
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10.1
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Purchase
and Sale Agreement, dated November 5, 2010, by and among MegaEnergy, Inc.
and Saga Petroleum Corp. and Gastar Exploration USA,
Inc.
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|
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99.1
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Press
Release dated December 20,
2010.
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-3-
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
20, 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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-4-
EXHIBIT
INDEX
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Exhibit Number
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Description of Document
|
|
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10.1
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Purchase
and Sale Agreement, dated November 5, 2010, by and among MegaEnergy, Inc.
and Saga Petroleum Corp. and Gastar Exploration USA,
Inc.
|
|
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99.1
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Press
Release dated December 20,
2010.
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-5-