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8-K - FORM 8-K - MAGNUM HUNTER RESOURCES CORP | d80463e8vk.htm |
Exhibit 99.1
News Release
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News Release |
MAGNUM HUNTER RESOURCES
ANNOUNCES PUBLIC OFFERING OF
8.0% SERIES D PREFERRED STOCK
ANNOUNCES PUBLIC OFFERING OF
8.0% SERIES D PREFERRED STOCK
FOR IMMEDIATE RELEASE Houston, TX (Market Wire) March 9, 2011 Magnum Hunter
Resources Corporation (NYSE: MHR) (NYSE Amex: MHR-PrC) (the Company) announced today that it is
commencing, subject to market conditions, an underwritten public offering of shares of its
non-convertible 8.0% Series D Cumulative Preferred Stock
(liquidation preference of $50.00 per share). The offering is being made on a best
efforts basis pursuant to an effective shelf registration statement that the Company previously
filed with the Securities and Exchange Commission. Upon issuance, the Company anticipates that the
8.0% Series D Cumulative Preferred Stock will be listed for trading on the NYSE Amex under the
ticker symbol MHR.PR.D.
Wunderlich Securities and McNicoll, Lewis & Vlak LLC are acting as the joint book running managers
for the offering.
The Company intends to use net proceeds from the offering for capital expenditures, working
capital, acquisitions, directly or indirectly, of oil and natural gas properties, repayment or
refinancing of indebtedness, investments in its subsidiaries, or general corporate purposes, which
may include, among other things, redeeming a portion of the Companys outstanding equity interests.
Pending any specific application, the Company may initially invest funds in short-term marketable
securities or apply them to the reduction of short-term indebtedness.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any
securities of the Company, nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
Copies of the preliminary prospectus supplement and final prospectus supplement (when available)
can be obtained at the Securities and Exchange Commissions website, http://www.sec.gov, or by
written request to Magnum Hunter Resources Corporation, 777 Post Oak Blvd., Suite 650, Houston,
Texas 77056, Attention: Investor Relations.
About Magnum Hunter Resources Corporation
Magnum Hunter Resources Corporation and subsidiaries are a Houston, Texas based independent
exploration and production company engaged in the acquisition of exploratory leases and producing
properties, secondary enhanced oil recovery projects, exploratory drilling, and production of oil
and natural gas in the United States. The Company is presently active in three of the highest rate
of return unconventional shale plays in the United States today.
For more information, please view our website at http://www.magnumhunterresources.com/
Forward-Looking Statements
The statements and information contained in this press release that are not statements of
historical fact, including all estimates and assumptions contained herein, are forward looking
statements as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. These forward looking statements include, among
others, statements, estimates and assumptions relating to the Companys business and growth
strategies, its oil and gas reserve estimates, its ability to successfully and economically explore
for and develop oil and gas resources, its exploration and development prospects, future
inventories, projects and programs, expectations relating to
availability and costs of drilling
rigs and field services, anticipated trends in the Companys business or industry, the Companys
future results of operations, its liquidity and ability to finance our exploration and development
activities,
market conditions in the oil and gas industry and the impact of environmental and other
governmental regulation. In addition, with respect to the Companys pending acquisitions of NGAS
Resources, Inc. (NGAS) and NuLoch Resources Inc. (NuLoch), forward-looking statements include,
but are not limited to, statements regarding the expected timing of the completion of the proposed
transactions; the ability to complete the proposed transactions considering the various closing
conditions; the benefits of such transactions and their impact on the Companys business; and any
statements of assumptions underlying any of the foregoing. In addition, if and when either
proposed transaction is consummated, there will be risks and uncertainties related to the Companys
ability to successfully integrate the operations and employees of the Company and the acquired
business. Forward-looking statements generally can be identified by the use of forward-looking
terminology such as may, will, could, should, expect, intend, estimate, anticipate,
believe, project, pursue, plan or continue or the negative thereof or variations thereon
or similar terminology. These forward-looking statements are subject to numerous assumptions,
risks, and uncertainties. Factors that may cause our actual results, performance, or achievements
to be materially different from those anticipated in forward-looking statements include, among
other, the following: adverse economic conditions in the United States and globally; difficult and
adverse conditions in the domestic and global capital and credit markets; changes in domestic and
global demand for oil and natural gas; volatility in the prices the Company receives for its oil
and natural gas; the effects of government regulation, permitting, and other legal requirements;
future developments with respect to the quality of the Companys properties, including, among other
things, the existence of reserves in economic quantities; uncertainties about the estimates of the
Companys oil and natural gas reserves; the Companys ability to increase its production and oil
and natural gas income through exploration and development; the Companys ability to successfully
apply horizontal drilling techniques and tertiary recovery methods; the number of well locations to
be drilled, the cost to drill, and the time frame within which they will be drilled; drilling and
operating risks; the availability of equipment, such as drilling rigs and transportation pipelines;
changes in the Companys drilling plans and related budgets; and the adequacy of the Companys
capital resources and liquidity including, but not limited to, access to additional borrowing
capacity.
With respect to the Companys pending acquisitions, factors, risks and uncertainties that may cause
actual results, performance or achievements to vary materially from those anticipated in
forward-looking statements include, but are not limited to, the risk that either proposed
transaction will not be consummated; failure to satisfy any of the conditions to either proposed
transaction, such as in the case of the NGAS transaction the inability to obtain the requisite
approvals of the NGAS shareholders and the Supreme Court of British Columbia, or in the case of the
NuLoch transaction the inability to obtain the requisite approvals of NuLochs shareholders, the
Companys stockholders and the Court of Queens Bench of Alberta; adverse effects on the market
price of the Companys common stock or on its operating results because of a failure to complete
either proposed transaction; failure to realize the expected benefits of either proposed
transaction; negative effects of announcement or consummation of either proposed transaction on the
market price of the Companys common stock; significant transaction costs and/or unknown
liabilities; general economic and business conditions that affect the companies following the
proposed transaction; and other factors. These factors are in addition to the risks described in
the Companys public filings made from time to time with the Securities and Exchange Commission.
Most of these factors are difficult to anticipate and beyond the Companys control. Because
forward-looking statements are subject to risks and uncertainties, actual results may differ
materially from those expressed or implied by such statements. Readers are cautioned not to place
undue reliance on forward-looking statements, contained herein, which speak only as of the date of
this document. Other unknown or unpredictable factors may cause actual results to differ
materially from those projected by the forward-looking statements. Unless otherwise required by
law, the Company undertakes no obligation to publicly update or revise any forward-looking
statements, including estimates, whether as a result of new information, future events, or
otherwise. The Company urges readers to review and consider disclosures it make in its public
filings made from time to time with the Securities and Exchange Commission that discuss factors
germane to its business, including its Annual Report on Form 10-K for the year ended December 31,
2010. All forward-looking statements attributable to the Company are expressly qualified in their
entirety by these cautionary statements.
Additional Information About the Proposed NuLoch Transaction
In connection with the proposed NuLoch transaction, the Company will file a preliminary proxy
statement and definitive proxy statement with the Securities and Exchange Commission (SEC). The
information contained in the preliminary filing will not be complete and may be changed.
STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY
OTHER RELEVANT MATERIALS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY WILL
CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.
The definitive proxy statement will be mailed to the Companys stockholders seeking their approval
of the issuance of the Company shares as consideration for the proposed transaction, including the
Company shares issuable upon exchange of certain exchangeable shares that may be issued in
connection with the transaction. The Companys stockholders may also obtain a copy of the
definitive proxy statement free of charge once it is available by directing a request to: Magnum
Hunter Resources Corporation at 832-369-6986 or 777 Post Oak Boulevard, Suite 650, Houston, Texas
77056 Attention: Investor Relations. In addition, the preliminary proxy statement, definitive proxy
statement and other relevant materials filed with the SEC will be available free of charge at the
SECs website at www.sec.gov or stockholders may access copies of such documentation filed with the
SEC by the Company by visiting the Investors section of the Companys website at
www.magnumhunterresources.com.
Participants in the Solicitation
The Company and its respective directors, executive officers and other members of management and
employees, under SEC rules, may be deemed to be participants in the solicitation of proxies in
connection with the proposed transaction. Information regarding the names, affiliations and
interests of certain of the Companys executive officers and directors in the solicitation is
available in the proxy statement for the Companys 2010 Annual Meeting of Stockholders, which was
filed with the SEC on September 3, 2010.
This document shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there by any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. The Company shares and the exchangeable shares to be issued in the
proposed transaction in exchange for NuLoch shares have not been and will not be registered under
the Securities Act of 1933, as amended (the Securities Act), and may not be offered or
sold in the United States absent registration or an applicable exemption from registration
requirements. The Company intends to issue such shares pursuant to the exemption from registration
set forth in Section 3(a)(10) of the Securities Act. The arrangement agreement for the transaction
contemplates that the issuance of the Company shares upon exchange of the exchangeable shares will
be registered under the Securities Act.
Additional Information About the Proposed NGAS Transaction
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there by any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. In connection with the proposed NGAS transaction, NGAS has filed a
proxy statement and NGAS and the Company will file other relevant materials with the SEC. INVESTORS
AND SECURITY HOLDERS OF NGAS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT MATERIALS
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BEFORE MAKING ANY VOTING OR INVESTMENT DECISION
WITH RESPECT TO THE PROPOSED TRANSACTION BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.
Investors and security holders may obtain a free copy of the proxy statement and any other
documents filed by the Company and NGAS with the SEC at the SECs website at www.sec.gov. The
proxy statement and such other documents filed by NGAS may also be obtained for free by contacting
NGAS at 959-263-3948 or 120 Prosperous Place, Suite 201, Lexington, Kentucky 40509-1844 or by
visiting NGASs website at www.ngas.com. Copies of any materials filed by the Company may also be
obtained for free by contacting Magnum Hunter at 832-369-6986 or 777 Post Oak Boulevard, Suite 650,
Houston, Texas 77056 Attention: Investor Relations or by visiting the Companys website at
www.magnumhunterresources.com.
Participants in the Solicitation
The Company, NGAS and their respective directors, executive officers and other members of
management and employees, under SEC rules, may be deemed to be participants in the solicitation of
proxies of NGAS shareholders in connection with the proposed transaction. Investors and security
holders may obtain more detailed information regarding the names, affiliations and interests of
certain of the Companys executive officers and directors in the solicitation by
reading the proxy
statement for the Companys 2010 Annual Meeting of Shareholders, which was filed with the SEC on
September 3, 2010, and the proxy statement of NGAS relating to the proposed transaction, and other
relevant materials filed with the SEC when they become available. Investors and security holders
may obtain more detailed information
regarding the names, affiliations and interests of NGASs executive officers and directors in the
solicitation by reading the proxy statement for NGASs 2010 Annual Meeting of Shareholders, which
was filed with the SEC on April 29, 2010, and NGASs proxy statement relating to the proposed
transaction which was filed with the SEC on March 9, 2011, and other relevant materials to be filed
with the SEC when they become available. Certain executives and directors of NGAS Resources, Inc.
have interests in the proposed transaction that may differ from the interests of NGASs
shareholders generally, including benefits conferred under severance, retention and change of
control arrangements and continuation of director and officer insurance and indemnification. These
interests and any additional benefits in connection with the proposed transaction are described in
the proxy statement.
Magnum Hunter Contact: | M. Bradley Davis Senior Vice President of Capital Markets bdavis@magnumhunterresources.com (832) 203-4545 |