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):

October 20, 2014 (October 15, 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 October 15, 2014, Magnum Hunter Resources Corporation (the “Company”) issued a press release announcing that Bakken Hunter, LLC (“Seller”), a wholly-owned subsidiary of the Company, had closed on the sale of certain non-operated working interests (the “Interests”) in oil and gas properties located in Divide County, North Dakota to SM Energy Company, a Delaware corporation (“Purchaser”).  A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

 

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 attached 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 8.01              Other Events.

 

On October 15, 2014, Seller closed on the sale of the Interests to Purchaser pursuant to a Purchase and Sale Agreement, dated October 9, 2014 (the “Purchase and Sale Agreement”), by and between Seller and Purchaser.  The Company reported the entry by the parties into the Purchase and Sale Agreement pursuant to a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 14, 2014 (the “Original 8-K”), as amended by Amendment No. 1 to Current Report on Form 8-K/A filed by the Company with the SEC on October 14, 2014.

 

The Interests sold by Seller to Purchaser accounted for approximately 720 BOE of average daily production, net to the Interests, and consisted of non-operated working interests in approximately 105,661 gross (12,500 net) leasehold acres.  The effective date of the sale was August 1, 2014.  The total sales price of the Interests under the Purchase and Sale Agreement was approximately $84.7 million, in cash, subject to customary adjustments as described in the Purchase and Sale Agreement.

 

Item 9.01              Financial Statements and Exhibits.

 

(d)           Exhibits

 

Exhibit Number		Description
99.1		Press release of Magnum Hunter Resources Corporation, dated October 15, 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: October 20, 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		Press release of Magnum Hunter Resources Corporation, dated October 15, 2014.

 

4

Exhibit 99.1

 

News Release

News Release

 

Magnum Hunter Resources Closes on the

Previously Announced Definitive Agreement to Sell

Certain Non-Core Assets Located in Divide County, North Dakota

 

Sales Price of $84.7 Million

 

Houston, TX — (Marketwire) — October 15, 2014 — Magnum Hunter Resources Corporation (NYSE: MHR) (NYSE MKT: MHR.PRC; MHR.PRD; and MHR.PRE) (the “Company” or “Magnum Hunter”) announced today that Bakken Hunter, LLC, a wholly-owned subsidiary of the Company, has closed on the previously announced definitive agreement to sell certain non-core, non-operated working interests in specific oil and gas properties located in Divide County, North Dakota (the “Properties”) to an independent exploration and production company for a total sales price of approximately $84.7 million in cash (before customary sales price adjustments). The Properties sold accounted for approximately 720 BOE of average daily production, net to the ownership interest sold, and consisted of a non-operated working interest in approximately 105,661 gross (12,500 net) leasehold acres.

 

About Magnum Hunter Resources Corporation

 

Magnum Hunter Resources Corporation and subsidiaries are a Houston, Texas based independent exploration and production company engaged in the acquisition, development and production of crude oil, natural gas and natural gas liquids, primarily in the States of West Virginia, Ohio and North Dakota. The Company is presently active in three of the most prolific unconventional shale resource plays in North America, namely the Marcellus Shale, Utica Shale and Williston Basin/Bakken Shale.

 

Availability of Information on the Company’s Website

 

Magnum Hunter is providing a reminder that it makes available on its website (at www.magnumhunterresources.com) a variety of information for investors, analysts and the media, including the following:

 

·                  annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports as soon as reasonably practicable after the material is electronically filed with or furnished to the Securities and Exchange Commission;

·                  the most recent version of the Company’s Investor Presentation slide deck;

·                  announcements of conference calls, webcasts, investor conferences, speeches and other events at which Company executives may discuss the Company and its business and archives or transcripts of such events;

·                  press releases regarding annual and quarterly earnings, operational developments, legal developments and other matters; and

·                  corporate governance information, including the Company’s corporate governance guidelines, committee charters, code of conduct and other governance-related matters.

 

 

Magnum Hunter’s goal is to maintain its website as the authoritative portal through which visitors can easily access current information about the Company.  Over time, the Company intends for its website to become a primary channel for public dissemination of important information about the Company.  Investors, analysts, media and other interested persons are encouraged to visit the Company’s website frequently.

 

Certain information included on the Company’s website constitutes forward-looking statements and is subject to the qualifications under the heading “Forward-Looking Statements” below and in the Company’s Investor Presentation slide deck.

 

Forward-Looking Statements

 

This press release includes “forward-looking statements.” 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 Magnum Hunter believes that the expectations reflected in the forward-looking statements are reasonable, Magnum Hunter 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 filings made by Magnum Hunter with the Securities and Exchange Commission (SEC). Among the factors that could cause results to differ materially are those risks discussed in the periodic reports filed by Magnum Hunter with the SEC, including Magnum Hunter’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, and its Quarterly Reports on Form 10-Q for the fiscal quarters ended after such fiscal year. You are urged to carefully review and consider the cautionary statements and other disclosures made in 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 Magnum Hunter does not undertake any duty to update any forward-looking statements except as may be required by law.

 

Contact:

Cham King

AVP, Investor Relations

ir@magnumhunterresources.com

(832) 203-4560