Attached files
| file | filename |
|---|---|
| EX-4.1 - FORM OF WARRANT - MAGNUM HUNTER RESOURCES CORP | mhr_8k-ex401.htm |
| EX-10.2 - PLACEMENT AGENCY AGREEMENT - MAGNUM HUNTER RESOURCES CORP | mhr_8k-ex1002.htm |
| EX-99.1 - PRESS RELEASE - MAGNUM HUNTER RESOURCES CORP | mhr_8k-ex9901.htm |
| EX-10.1 - FORM OF SUBSCRIPTION AGREEMENT - MAGNUM HUNTER RESOURCES CORP | mhr_8k-ex1001.htm |
| EX-10.3 - PLACEMENT AGENCY AGREEMENT - MAGNUM HUNTER RESOURCES CORP | mhr_8k-ex1003.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): November 13, 2009 (November 10,
2009)
___________
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 910
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
1.01 Entry into a Material Definitive Agreement.
On
November 10, 2009, Magnum Hunter Resources Corporation, a Delaware corporation
(the “Company”),
entered into a placement agency agreement (the “First
Placement
Agreement”)
with Canaccord Adams, Inc. (the “Placement
Agent”) pursuant to which the Placement Agent agreed to use its
reasonable best efforts to arrange for the sale of up to an aggregate of 3,903,720 units (“Units”) in
a registered direct public offering (the “First
Offering”). On the next day, the Company entered into another
placement agency agreement (the “Second
Placement
Agreement”)
with the Placement Agent pursuant to which the Placement Agent agreed to use its
reasonable best efforts to arrange for the sale of up to an aggregate of 2,500,000 Units in a
registered direct public offering (the “Second
Offering, collectively with the First Offering, the “Offerings”). Each
Unit consisted of (i) one share (all such shares, the “Shares”)
of the Company’s common stock, par value $0.01 per share (“Common
Stock”) and (ii) a one-fifth of a warrant to purchase one share of Common
Stock (all such warrants, the “Warrants”). The
sale of the Units is being made pursuant to subscription agreements (the “Subscription
Agreements”) between the Company and each investor at a purchase price of
$1.73 per Unit. The Warrants are exercisable for shares of Common
Stock at a price of $2.50 per share and may be exercised by the holders thereof
at any time from and after May 17, 2010 until their expiration on November 16,
2012. The Units will be issued pursuant to prospectus
supplements filed with the Securities and Exchange Commission (“SEC”) in
connection with takedowns from the Company’s shelf registration statement on
Form S-3 (File No. 333-161937), which became effective on October 15,
2009.
The
Company has agreed to pay the Placement Agent a fee equal to 5% of the aggregate
gross proceeds received in the Offerings. The Company has also agreed
to reimburse the Placement Agent for up to $100,000 in expenses incurred by it
in connection with the Offerings, including legal fees and expenses of counsel
to the Placement Agent.
The net
proceeds to the Company from the First Offering, after deducting placement agent
fees and the Company’s estimated offering expenses, are expected to be
approximately $6,215,764. The net proceeds to the Company from the
Second Offering, after deducting placement agent fees and the Company’s
estimated offering expenses, are expected to be approximately $4,008,750. The Offerings are
expected to close on or about November 16, 2009, subject to the satisfaction of
customary closing conditions. The Company intends to use these net
proceeds for general working capital purposes.
The
descriptions of the Warrants, the Subscription Agreements, the First Placement
Agreement and the Second Placement Agreement, set forth above do not purport to
be complete and are qualified in their entirety by reference to each such
document, filed as Exhibits 4.1, 10.1, 10.2 and 10.3, respectively, to this
Current Report on Form 8-K, which are incorporated herein by
reference.
2
On
November 11, 2009, the Company issued a press release announcing the Second
Offering. A copy of the press release is attached to this Current
Report on Form 8-K as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit
Number
|
Description
|
|
|
4.1
|
Form
of Warrant
|
|
|
10.1
|
Form
of Subscription Agreement
|
|
|
10.2
|
Placement
Agency Agreement, dated as of November 10, 2009, by and between Magnum
Hunter Resources Corporation and Canaccord Adams Inc. for the sale of up
to an aggregate of 3,903,720 Units
|
|
|
10.3
|
Placement
Agency Agreement, dated as of November 11, 2009, by and between Magnum
Hunter Resources Corporation and Canaccord Adams Inc. for the sale of up
to an aggregate of 2,500,000 Units
|
|
|
99.1
|
Press
Release, dated November 11, 2009
|
3
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: November
13, 2009
|
By: /s/ Gary C.
Evans
|
|
Name: Gary
C. Evans
|
|
|
Title Chairman
of the Board of Directors
|
4
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
|
4.1
|
Form
of Warrant
|
|
|
10.1
|
Form
of Subscription Agreement
|
|
|
10.2
|
Placement
Agency Agreement, dated as of November 10, 2009, by and between Magnum
Hunter Resources Corporation and Canaccord Adams Inc. for the sale of up
to an aggregate of 3,903,720 Units
|
|
|
10.3
|
Placement
Agency Agreement, dated as of November 11, 2009, by and between Magnum
Hunter Resources Corporation and Canaccord Adams Inc. for the sale of up
to an aggregate of 2,500,000 Units
|
|
|
99.1
|
Press
Release, dated November 11, 2009
|
5