Magellan Petroleum Corporation (NASDAQ:MPET) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
Tellurian Preferred Stock Purchase Agreement and Merger
Agreement Amendment
On November23, 2016, Tellurian Investments Inc., a Delaware
corporation (Tellurian), entered into a
preferred stock purchase agreement (the Preferred
SPA) with GE Oil Gas, Inc., a Delaware corporation and
subsidiary of General Electric Company (GE), to
which GE purchased, and Tellurian sold and issued to GE,
5,467,851 shares of Tellurian SeriesA convertible preferred stock
(the Tellurian Preferred Shares) for an
aggregate purchase price of $25,000,000.The number of Tellurian
Preferred Shares GE purchased was calculated by dividing the
$25,000,000 purchase price by the volume weighted average trading
price of common stock of Magellan Petroleum Corporation, a
Delaware corporation (Magellan), for the ten(10)
trading days prior to November22, 2016, multiplied by 90%.In
connection with the Preferred SPA, Tellurian, Magellan, and River
Merger Sub, Inc., a Delaware corporation and direct wholly owned
subsidiary of Magellan, entered into an amendment (the
Merger Agreement Amendment) to the previously
announced Agreement and Plan of Merger, dated as of August 2,
2016, among those parties (the Merger
Agreement).Among other things, the Merger Agreement
Amendment (i)permits Tellurian to enter into the Preferred SPA
and to issue the Tellurian Preferred Shares to GE and (ii)extends
the Outside Date (as defined in the Merger Agreement) from
December31, 2016 to January31, 2017.
If the merger contemplated by the Merger Agreement (the
Merger) is completed, the Tellurian Preferred
Shares will remain outstanding as preferred stock of the
surviving corporation in the Merger, which will be a subsidiary
of Magellan.However, in that case, each Tellurian Preferred Share
will become convertible or exchangeable at any time into either
(i)one share of Magellan common stock or (ii)one share of a new
class of Magellan SeriesB convertible preferred stock, which will
have terms substantially similar to those of the Tellurian
Preferred Shares as summarized below (the Magellan
Preferred Shares, and together with the Tellurian
Preferred Shares, the Preferred Shares).
Terms of the Preferred Shares
The general terms of the Preferred Shares are as follows:
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Voting rights.Holders of the Preferred Shares will generally be entitled to one vote for each Preferred Share held by it, except that GE will not be entitled to vote on the approval of the Merger or any other matter directly related to the Merger. |
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Conversion.Following the Merger, holders of the Tellurian Preferred Shares may convert all (but not less than all) of such shares for shares of Magellan common stock on a one-for-one basis.Alternatively, following the Merger, holders of the Tellurian Preferred Shares may convert or exchange all (but not less than all) of such shares for Magellan Preferred Shares on a one-for-one basis.If the holders of the Tellurian Preferred Shares (or, following a conversion, holders of the Magellan Preferred Shares) have not converted such shares for Magellan common stock on or before November23, 2022, such shares will automatically be converted into Magellan common stock on a one-for-one basis.Each conversion ratio will be subject to customary anti-dilution adjustments. |
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Dividends.The Preferred Shares do not have dividend rights.If the Merger is consummated, Magellan will be prohibited from paying dividends on its common stock so long as the Preferred Shares remain outstanding. |
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Liquidation.In the event of any liquidation, dissolution or winding up of the affairs of Tellurian or Magellan, as applicable, after payment or provision for payment of the debts and other liabilities of the relevant company, holders of the Preferred Shares will be entitled to receive an amount in cash equal to $4.57218 for each Preferred Share held by it before any distribution is made to holders of shares of common stock. |
Other
In connection with the Preferred SPA, Tellurian and Magellan also
agreed (i)to provide GE, as holder of the Preferred Shares, with
certain registration rights relating to the Magellan common stock
GE may receive upon conversion or exchange of Preferred Shares
and (ii)that Tellurian or Magellan, as applicable, will consider
purchasing certain equipment from GE for use in the development
of Tellurians Driftwood LNG Terminal.
Also on November23, 2016, Magellan and GE entered into a Guaranty
and Support Agreement to which Magellan will, contingent on the
closing of the Merger, guarantee to GE the performance of all of
the obligations of Tellurian in connection with the Preferred
SPA.
The foregoing description of the Preferred SPA, the Merger
Agreement Amendment, the Guaranty and Support Agreement, and the
terms of the Magellan Preferred Shares is not complete and is
qualified in its entirety by the terms of the documents attached
hereto as Exhibits99.1, 2.1, 10.1 and 3.1, respectively.Such
documents are incorporated herein by reference.
Important Information for Investors and Stockholders
This report does not constitute an offer to buy or sell or the
solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval.This report relates to the
Merger between Magellan and Tellurian.
In connection with the Merger, Magellan filed with the SEC a
registration statement on FormS-4 that includes a preliminary
joint proxy statement of Magellan and Tellurian that also
constitutes a prospectus of Magellan.Each of Magellan and
Tellurian also plans to file other relevant documents with the
SEC regarding the Merger.No offering of securities shall be made
except by means of a prospectus meeting the requirements of
Section10 of the Securities Act of 1933, as amended (the
Securities Act).Any definitive joint proxy
statement(s)/prospectus(es) for Magellan and/or Tellurian (if and
when available) will be mailed to stockholders of Magellan or
Tellurian, as applicable.INVESTORS AND SECURITY HOLDERS OF
MAGELLAN AND TELLURIAN ARE URGED TO READ THE PROXY STATEMENT(S),
REGISTRATION
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STATEMENT(S), PROXY STATEMENT(S)/PROSPECTUS(ES) AND OTHER
DOCUMENTS THAT HAVE BEEN AND MAY BE FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY DO AND WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER.
Investors and security holders may obtain free copies of these
documents and other documents containing important information
about Magellan and Tellurian once such documents are filed with
the SEC through the website maintained by the SEC at
http://www.sec.gov.Copies of the documents filed with the SEC by
Magellan are available free of charge on Magellans internet
website at www.magellanpetroleum.com or by contacting Magellan
using the contact information below.
Participants in Solicitation
Magellan and Tellurian and their respective directors, executive
officers and other members of their management and employees may
be deemed to be participants in the solicitation of proxies from
the companies stockholders in connection with the Merger.
Stockholders are urged to carefully read the proxy statement
regarding the Merger because it contains important information.
Information regarding the persons who may, under the rules of the
SEC, be deemed participants in the solicitation of the companies
stockholders in connection with the Merger is set forth in the
preliminary joint proxy statement/prospectus of Magellan and
Tellurian filed with the SEC on October3, 2016, as amended on
November8, 2016. You can find information about Magellans
executive officers and directors in its Annual Report on
Form10-K/A filed with the SEC on October27, 2016. You can obtain
free copies of these and other documents containing relevant
information at the SECs website at www.sec.gov or by contacting
Magellan by mail at 1775 Sherman Street, Suite 1950, Denver,
Colorado 80203, or by telephone at (720) 484-2400.
| Item3.02 | Unregistered Sales of Equity Securities. |
The information under Item1.01 of this report is incorporated by
reference into this Item3.02.The Magellan Preferred Shares and/or
the shares of Magellan common stock issuable upon conversion or
exchange of Preferred Shares will be issued to the exemptions
from registration provided by Section4(a)(2) and/or
Section3(a)(9) of the Securities Act.The facts relied upon to
make such exemption available include that the securities will be
restricted from transfer except to an effective registration
statement under the Securities Act or an available exemption from
such registration.
| Item3.03 |
Material Modification to Rights of Security Holders. |
The information under Items1.01 and 5.03 of this report is
incorporated by reference into this Item3.03.
| Item5.03 |
Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information under Item1.01 of this report is incorporated by
reference into this Item5.03.Upon the closing of the Merger,
Magellan will file with the Delaware Secretary of State a
Certificate of Designations of SeriesB Convertible Preferred
Stock, in the form attached hereto as Exhibit3.1, which will
designate the Magellan SeriesB convertible preferred stock and
the rights, preferences, privileges, and limitations thereof.
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| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit No. |
Description |
|
| 2.1* |
First Amendment to Agreement and Plan of Merger, dated as of November23, 2016, by and among Magellan Petroleum Corporation, Tellurian Investments Inc., and River Merger Sub, Inc. |
|
| 3.1 |
Form of Certificate of Designations of SeriesB Convertible Preferred Stock of Magellan Petroleum Corporation |
|
| 10.1 |
Guaranty and Support Agreement, dated as of November23, 2016, by and between Magellan Petroleum Corporation and GE Oil Gas, Inc. |
|
| 99.1* |
Preferred Stock Purchase Agreement, dated as of November23, 2016, by and between Tellurian Investments Inc. and GE Oil Gas, Inc. |
|
| 99.2 |
Amended and Restated Certificate of Incorporation of Tellurian Investments Inc. |
| * |
to Item6.01(b)(2) of Regulation S-K, Magellan has omitted certain schedules to the exhibit.Magellan agrees to supplementally furnish a copy of any omitted schedule to the SEC upon request. |
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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.
| MAGELLAN PETROLEUM CORPORATION | ||
| By: |
/s/ Antoine J. Lafargue |
|
| Antoine J. Lafargue, President and Chief Executive Officer | ||
| (as Principal Executive Officer) |
Date: November28, 2016
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
| 2.1* |
First Amendment to Agreement and Plan of Merger, dated as of November23, 2016, by and among Magellan Petroleum Corporation, Tellurian Investments Inc., and River Merger Sub, Inc. |
|
| 3.1 |
Form of Certificate of Designations of SeriesB Convertible Preferred Stock of Magellan Petroleum Corporation |
|
| 10.1 |
Guaranty and Support Agreement, dated as of November23, 2016, by and between Magellan Petroleum Corporation and GE Oil Gas, Inc. |
|
| 99.1* |
Preferred Stock Purchase Agreement, dated as of November23, 2016, by and between Tellurian Investments Inc. and GE Oil Gas, Inc. |
|
| 99.2 |
Amended and Restated Certificate of Incorporation of Tellurian Investments Inc. |
| * |
About Magellan Petroleum Corporation (NASDAQ:MPET)
Magellan Petroleum Corporation is an oil and gas exploration and production company. The Company focuses on the development of liquefied natural gas (LNG) projects along the United States Gulf Coast. It conducts its operations through two subsidiaries corresponding to the geographical areas in which the Company operates: Magellan Petroleum (UK) Limited (MPUK) and Magellan Petroleum Australia Pty Ltd (MPA). As of June 30, 2016, it had two geographic segments: MPUK and MPA, corresponding to its operations in the United Kingdom and Australia, respectively. It owns interests in the Horse Hill-1 well and related licenses, which consist of PEDLs 137 and 246 in the Weald Basin, onshore the United Kingdom. MPUK’s oil and gas assets consist of various exploration licenses in or adjacent to the Weald Basin located onshore and offshore southern England. MPA’s oil and gas assets consist of NT/P82, which is an exploration block in the Bonaparte Basin, offshore Northern Territory, Australia. Magellan Petroleum Corporation (NASDAQ:MPET) Recent Trading Information
Magellan Petroleum Corporation (NASDAQ:MPET) closed its last trading session up +0.62 at 5.87 with 886,463 shares trading hands.
