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EX-99.1 - EXHIBIT - MAGNUM HUNTER RESOURCES CORPdividendwarrantpressrelease.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):
August 29, 2013 (August 26, 2013)
 

 
MAGNUM HUNTER RESOURCES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
 
001-32997
 
86-0879278
(State or Other Jurisdiction of
Incorporation)
 
(Commission File Number)
 
(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 8.01.
Other Events.

On August 26, 2013, Magnum Hunter Resources Corporation (the “Company”) issued a press release announcing that its Board of Directors declared a dividend in the form of warrants to purchase shares of the Company's common stock at $8.50 per share. The warrants will be issued on October 15, 2013 to shareholders of record on September 16, 2013. Each shareholder of the Company's common stock will receive one warrant for every ten shares of the Company's common stock owned as of the record date (with the number of warrants rounded down to the nearest whole number). Each warrant will entitle the holder to purchase one share of the Company's common stock at an exercise price of $8.50 per share, subject to certain anti-dilution adjustments, and will expire on April 15, 2016. The warrants will become exercisable on the later of September 1, 2014 or the date that a registration statement has been filed with and declared effective by the Securities and Exchange Commission (the “SEC”) with respect to the issuance of the common stock underlying the warrants. The Company expects to file such registration statement in the late summer of 2014, once it again becomes eligible to use the SEC's short-form registration statement on Form S-3. The warrants will be subject to redemption at the option of the Company at $0.001 per warrant upon not less than thirty days' notice to the holders.

A copy of the press release is furnished as part of this Current Report on Form 8-K as Exhibit 99.1 and is incorporated by reference herein.



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Item 9.01.
Financial Statements and Exhibits.

(d)      Exhibits.
 
 
Exhibit No.
 
Description
 
 
 
 
 
99.1
 
Press Release, dated August 26, 2013.


 

SIGNATURES
 
In accordance with 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: August 29, 2013
/s/ Gary C. Evans
 
Gary C. Evans,
 
Chairman and Chief Executive Officer

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EXHIBIT INDEX
 
 
 
Exhibit No.
 
Description
 
 
 
 
 
99.1
 
Press Release, dated August 26, 2013.