Attached files
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| EX-2.2 - GASTAR EXPLORATION, INC. | v197389_ex2-2.htm |
| EX-2.1 - GASTAR EXPLORATION, INC. | v197389_ex2-1.htm |
| EX-99.1 - GASTAR EXPLORATION, INC. | v197389_ex99-1.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): September 24, 2010
(September 21, 2010)
GASTAR
EXPLORATION LTD.
(Exact
Name of Registrant as Specified in its Charter)
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ALBERTA, CANADA
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001-32714
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98-0570897
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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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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¨
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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.
On September 21, 2010, Gastar
Exploration USA, Inc. (“Gastar USA”), a wholly-owned subsidiary of Gastar
Exploration Ltd. (collectively, the “Company”), entered into a purchase and sale
agreement with Atinum Marcellus I LLC (“Atinum”), an affiliate of Atinum
Partners Co., Ltd, a Korean investment firm (the “Joint
Venture”). Pursuant to the agreement, at the closing of the
transactions contemplated thereby, the Company will assign to Atinum an initial
21.43% interest in all of its existing Marcellus Shale assets in West Virginia
and Pennsylvania, which consists of approximately 34,200 net acres and certain
producing shallow conventional wells, for $70 million. Atinum will
pay the Company $30 million in cash upon closing and will pay an additional $40
million over time to cover a portion of the drilling costs (“drilling
carry”). Upon completion of the funding of the drilling carry, the
Company will make additional assignments to Atinum as a result of which Atinum
will ultimately own a 50% interest in the 34,200 net acres of Marcellus Shale
rights currently owned by the Company. The purchase and sale
agreement is attached hereto as Exhibit 2.1 and is incorporated herein by
reference.
The terms of the drilling carry require
Atinum to fund its ultimate 50% share of drilling, completion and infrastructure
costs along with 75% of the Company’s ultimate 50% share of those same costs
until the $40 million drilling carry has been satisfied. The Company
and Atinum are pursuing an initial three-year development program that calls for
the partners to drill one horizontal Marcellus Shale well during the remainder
of 2010 and a minimum of 12 horizontal wells in 2011 and 24 horizontal wells in
each of 2012 and 2013. An initial area of mutual interests (“AMI”)
will be established for potential additional acreage acquisitions in Ohio and
New York along with the counties in West Virginia and Pennsylvania in which the
existing Joint Venture interests are located. Within the initial AMI,
the Company will act as operator and is obligated to offer any future lease
acquisitions to Atinum on a 50/50 basis, and Atinum will pay the Company on an
annual basis an amount equal to 10% of lease bonuses and third party leasing
costs up to $20 million and 5% of such costs on activities above $20
million. Until June 30, 2011, Atinum will have the right to
participate in any future leasehold acquisitions made by the Company outside of
the initial AMI and within West Virginia or Pennsylvania on terms identical to
those governing the existing Joint Venture. The form of participation
agreement is attached hereto as Exhibit 2.2 and is incorporated herein by
reference.
The
transaction is expected to close within 30 to 45 days, subject to customary
closing conditions, including the receipt of customary approvals from the
government of the Republic of Korea.
SECTION
7 – REGULATION FD
Item
7.01 Regulation FD Disclosure
On
September 22, 2010, the Company issued a press release announcing the Joint
Venture described in Item 1.01 of this Current Report. 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.
-2-
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.
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Exhibit Number
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Description of Document
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2.1
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Purchase
and Sale Agreement, dated September 21, 2010, by and between Gastar
Exploration USA, Inc. and Atinum Marcellus I LLC
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2.2
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Form
of Participation Agreement
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99.1
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Press
Release, dated September 22,
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: September
24, 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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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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2.1
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Purchase
and Sale Agreement, dated September 21, 2010, by and between Gastar
Exploration USA, Inc. and Atinum Marcellus I LLC
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2.2
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Form
of Participation Agreement
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99.1
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Press
Release, dated September 22,
2010.
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-5-