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):

June 20, 2014 (June 20, 2014)

 

 

MAGNUM HUNTER RESOURCES CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

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.

 

On June 10, 2014, Magnum Hunter Resources Corporation (the “Company”, “we”, “us” or “our”) filed a Current Report on Form 8-K (the “Original Form 8-K”) to report under Item 8.01 that the Company had filed with the Australian Securities Exchange (the “ASX”) a notice of intention to make a takeover offer (the “Notice”) for Ambassador Oil and Gas Limited, an Australian company listed on the ASX (ASX: AQO) (“Ambassador”), stating that the Company intends to make an offer to acquire all of the outstanding ordinary (or common) shares of Ambassador.  In the Original Form 8-K, the Company stated that the offer would be subject to certain terms and conditions, which were summarized in Schedule 1 to the Notice.  A copy of the Notice was filed as Exhibit 99.1 to the Original Form 8-K.

 

On June 16, 2014, Ambassador released an announcement stating that its board of directors (the “Ambassador Board”) had determined that a competing bid for Ambassador (the “Drillsearch Offer”) by Drillsearch Energy Limited, an Australian company listed on the ASX (ASX: DLS) (“Drillsearch”) was superior to the Company’s offer announced on June 10, 2014 and that the Ambassador Board had recommended that Ambassador shareholders accept the Drillsearch Offer.

 

On June 17, 2014, the Company filed a Current Report on Form 8-K (the “June 17 Form 8-K”) to report under Item 7.01 that the Company had filed with the ASX a supplement (the “Supplement”) to the Notice, stating that the Company is increasing its offer consideration for the shares of Ambassador and is no longer making the offer subject to any closing conditions (the “Revised Offer”).  A copy of the Supplement was filed as Exhibit 99.1 to the June 17 Form 8-K.

 

On June 19, 2014, Ambassador issued an announcement stating that, in light of the Company’s Revised Offer, the Ambassador Board has now withdrawn its recommendation of the Drillsearch Offer and will continue to assess the merits of the Company’s Revised Offer.

 

In response to the June 16, 2014 announcement by Ambassador that shareholders of Ambassador holding approximately 26.43% of Ambassador’s shares, and both Ambassador’s non-executive chairman and managing director (representing approximately 6.34% of Ambassador’s shares), had accepted the Drillsearch Offer, on June 17, 2014, the Company made an application to the Australian Government Takeovers Panel (the “Panel”) to consider certain actions taken by Ambassador and Drillsearch.  As a result of the application, on June 20, 2014, the Panel issued the following interim orders (the “Interim Orders”):

 

·                  Drillsearch must not take any further steps to process any acceptances received under its bid for Ambassador; and

 

·                  Drillsearch must not appoint directors to the Ambassador Board pursuant to a bid implementation agreement between Drillsearch and Ambassador dated May 28, 2014.

 

The Interim Orders have effect until the earliest of (i) further order of the Panel; (ii) the determination of the proceedings resulting from the Company’s application to the Panel; and (iii) two months following the date of the Interim Orders.

 

Notice to U.S. Shareholders. The offer described in this report is for the securities of a non-U.S. company. The offer is subject to disclosure requirements of a country that are different from those of the United States. You should be aware that the offeror may purchase securities otherwise than under the offer, such as in open market or privately negotiated purchases.

 

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including the related Exhibit 99.1, shall not be deemed “filed” for purposes

 

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of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

 

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

 

This current report on Form 8-K includes “forward-looking statements” as defined in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect operations, financial performance, and other factors as discussed in this current report and other filings made by us with the SEC. Among the factors that could cause results to differ materially are those risks discussed in this and other reports filed by us with the SEC. You are urged to carefully review and consider the cautionary statements and other disclosures made in this and those filings, specifically those under the heading “Risk Factors.” Forward-looking statements speak only as of the date of the document in which they are contained, and we do not undertake any duty to update any forward-looking statements except as may be required by law.

 

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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: June 20, 2014	/s/ Gary C. Evans
	Gary C. Evans,
	Chairman and Chief Executive Officer

 

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