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EX-99.1 - EX-99.1 - MAGNUM HUNTER RESOURCES CORPa12-11276_3ex99d1.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):

May 7, 2012 (May 7, 2012)

 


 

MAGNUM HUNTER RESOURCES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

(State or Other Jurisdiction of

Incorporation)

 

001-32997

(Commission File Number)

 

86-0879278

(I.R.S. Employer Identification
Number)

 

777 Post Oak Boulevard, Suite 650

Houston, Texas 77056

(Address of principal executive offices, including zip code)

 

(832) 369-6986

(Registrant’s telephone number, including area code)

 

Not applicable

(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 obligations of the registrant under any of the following provisions:

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 7.01. Regulation FD Disclosure.

 

As previously disclosed, on May 3, 2012, Magnum Hunter Resources Corporation (the “Company”) announced that, subject to market conditions, it intends to offer up to $450 million in aggregate principal amount of senior notes due in 2020 in a private placement to eligible purchasers (the “Notes Offering”).

 

In connection with the Notes Offering, the Company furnished as Exhibit 99.1 to its Current Report on Form 8-K dated May 4, 2012 presentation materials (the “Investor Presentation”) to be shown to prospective investors. On May 7, 2012 the Investor Presentation will include revised and additional information on pages 12, 19, 24, 34, 36, 37, 54 and 55 (the “Updated Investor Presentation).” The Updated Investor Presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Company intends to post the Investor Presentation, as revised by the Updated Investor Presentation, in the “Investors” section of its website at www.magnumhunterresources.com. The Company reserves the right to discontinue the availability of the Investor Presentation and the Updated Investor Presentation at any time.

 

The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

 

The Investor Presentation and the Updated Investor Presentation contain forward-looking statements regarding the Company based on current expectations. Those forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. Many of the factors that will determine the outcome of the subject matter of these statements are beyond the Company’s ability to control or predict. The Company does not undertake any obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

 

This Current Report on Form 8-K and the statements contained in Exhibit 99.1 do not and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification of such securities under the securities laws of any such state.

 

Item 9.01               Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit
Number

 

Description

99.1

 

Updated Investor Presentation dated May 2012

 

2



 

SIGNATURE

 

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.

 

 

 

 

MAGNUM HUNTER RESOURCES CORPORATION

 

 

 

 

 

 

 

 

Date: May 7, 2012

 

By:

/s/ Gary C. Evans

 

 

Name:

Gary C. Evans

 

 

Title

Chairman and Chief Executive Officer

 

3



 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

99.1

 

Updated Investor Presentation dated May 2012

 

4