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 22, 2014 (August 22, 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 August 22, 2014, Magnum Hunter Resources Corporation (the “Company”), through its wholly owned subsidiary, Outback Shale Hunter Pty Ltd, an Australian company, provided notice (the “Notice”) to the Australian Securities and Investments Commission, the Australian Securities Exchange (the “ASX”) and the shareholders of Ambassador Oil and Gas Limited, an Australian company listed on the ASX (ASX: AQO) (“Ambassador”), that the Company is extending its previously announced off-market takeover offer (the “Offer”) for Ambassador.  The Offer will now remain open until 7:00 p.m. (Sydney time) on September 5, 2014.  A copy of the Notice is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Notice to U.S. Shareholders of Ambassador. 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 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.

 

Item 9.01              Financial Statements and Exhibits.

 

(d)          Exhibits

 

Exhibit Number		Description
99.1		Notice of Variation, dated August 22, 2014

 

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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: August 22, 2014	/s/ Gary C. Evans
	Gary C. Evans,
	Chairman and Chief Executive Officer

 

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INDEX TO EXHIBITS

 

Exhibit Number		Description
99.1		Notice of Variation, dated August 22, 2014

 

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Exhibit 99.1

 

Corporations Act 2001 (Cth)

Section 650D(1)

 

Notice of Variation — Extension of Offer

 

To:                                Ambassador Oil and Gas Limited ACN 152 595 429

Australian Securities and Investments Commission

ASX Limited

Each person to whom offers were made under the takeover bid referred to in this Notice

 

Notice of variation - extension of Offer Periods

 

Outback Shale Hunter Pty Ltd ACN 169 963 820 (Outback Shale Hunter) gives notice under section 650D(1) and of the Corporations Act 2001 (Cth) (Corporations Act) that:

 

1.                                     Pursuant to section 650C of the Corporations Act, it varies its takeover offers dated 23 June 2014 (Offers) for all the ordinary shares in Ambassador, that is contained in the bidder’s statement dated 20 June 2014 and supplementary bidder’s statement dated 20 August 2014 (Bidder’s Statement) by extending the period during which the Offers will remain open so that the Offers will now close at 7:00pm (Sydney time) on 5 September 2014 (unless further extended).

 

2.                                     A copy of this notice was lodged with ASIC on 22 August 2014.  ASIC takes no responsibility for the contents of the notice.

 

3.                                     Words defined in the Bidder’s Statement have the same meaning in this notice, unless the context requires otherwise.

 

/s/ Gary C. Evans		/s/ Barry J. Casson
Gary C. Evans Director Outback Shale Hunter Pty Ltd		Barry J. Casson Director Outback Shale Hunter Pty Ltd

 

Date:  22 August 2014