ULTRA PETROLEUM CORP. (OTCMKTS:UPLMQ) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
| Entry into a Material Definitive Agreement. |
Term Loan Facility
On the Effective Date, to the terms of the Plan, Ultra Resources,
Inc. (OpCo), as borrower, entered into a Senior Secured Term Loan
Agreement with the Company and UP Energy Corporation, as parent
guarantors, Barclays Bank PLC, as administrative agent, and the
other lenders party thereto (the Term Loan Agreement), providing
for senior secured first lien term loans (the Term Loan Facility)
for an aggregate amount of $800.0million consisting of initial
term loan in the amount of $600.0million and incremental term
loan in the amount of $200.0million to be drawn immediately after
the funding of the initial term loan.
The Term Loan Facility has capacity for OpCo to increase the
commitments subject to certain conditions.
The Term Loan Facility bears interest either at a rate equal to
(a)a customary London interbank offered rate plus 300 basis
points or (b)the base rate plus 200 basis points. The Term Loan
Facility amortizes in equal quarterly installments in aggregate
annual amounts equal to 0.25% of the aggregate principal amount
beginning on June30, 2019. The Term Loan Facility matures seven
years after the Effective Date.
The Term Loan Facility is subject to mandatory prepayments and
customary reinvestment rights. The mandatory prepayments include,
without limitation, a prepayment requirement with the total net
proceeds from certain asset sales and net proceeds on insurance
received on account of any loss of OpCo property or assets, in
each case subject to certain exceptions. In addition, subject to
certain exceptions, there is a prepayment requirement if the
asset coverage ratio is less than 2.0 to 1.0. To the extent any
mandatory prepayments are required, prepayments are applied to
prepay the Term Loan Facility.
The Term Loan Agreement also contains customary affirmative and
negative covenants, including as to compliance with laws
(including environmental laws, ERISA and anti-corruption laws),
delivery of quarterly and annual financial statements and oil and
gas engineering reports, maintenance and operation of property
(including oil and gas properties), restrictions on the
incurrence of liens, indebtedness, asset dispositions,
fundamental changes, restricted payments and other customary
covenants.
The Term Loan Agreement contains customary events of default and
remedies for credit facilities of this nature. If OpCo does not
comply with the financial and other covenants in the Term Loan
Agreement, the lenders may, subject to customary cure rights,
require immediate payment of all amounts outstanding under the
Term Loan Agreement.
2
This summary of the Term Loan Agreement does not purport to be
complete and is subject to, and qualified in its entirety by
reference to, the full text of the Term Loan Agreement, which is
filed as Exhibit 10.1 to this Current Report and incorporated by
reference herein.
Revolving Credit Facility
On the Effective Date, to the terms of the Plan, OpCo, as
borrower, entered into a Credit Agreement with the Company and UP
Energy Corporation, as parent guarantors, Bank of Montreal, as
administrative agent, and the other lenders party thereto (the
RBL Credit Agreement), providing for a revolving credit facility
(the Revolving Credit Facility, and together with the Term Loan
Facility, the Credit Facilities) for an aggregate amount of
$400.0million. The initial borrowing base (which limits the
aggregate amount of first lien debt under the Revolving Credit
Facility and the Term Loan Facility) is $1.2billion and there are
no scheduled borrowing base redeterminations until October1,
2017.
The Revolving Credit Facility has capacity for OpCo to increase
the commitments subject to certain conditions, and has
$50.0million of the commitments available for the issuance of
letters of credit. The Revolving Credit Facility bears interest
either at a rate equal to (a)a customary London interbank offered
rate plus an applicable margin that varies from 250 to 350 basis
points or (b)the base rate plus an applicable margin that varies
from 150 to 250 basis points. The Revolving Credit Facility loans
mature on January 12, 2022.
The RBL Credit Agreement requires OpCo to maintain (i)an interest
coverage ratio of 2.50 to 1.00; (ii) a current ratio of 1.00 to
1.00; (iii) a consolidated net leverage ratio of (A) 4.25 to 1.00
as of the last day of any fiscal quarter ending on or before
December31, 2017 and (B) 4.00 to 1.00, as of the last day of any
fiscal quarter thereafter; and (iv)after the Company has obtained
investment grade rating an asset coverage ratio of 1.50 to 1.00.
OpCo is required to pay a commitment fee on the average daily
unused portion of the Revolving Credit Facility, which varies
based upon a borrowing base utilization grid. OpCo is also
required to pay customary letter of credit and fronting fees.
The RBL Credit Agreement also contains customary affirmative and
negative covenants, including, among other things, as to
compliance with laws (including environmental laws, ERISA and
anti-corruption laws), delivery of quarterly and annual financial
statements and oil and gas engineering reports, maintenance and
operation of property (including oil and gas properties),
restrictions on the incurrence of liens, indebtedness, asset
dispositions, fundamental changes, restricted payments, hedging
requirements and other customary covenants.
The RBL Credit Agreement contains customary events of default and
remedies for credit facilities of this nature. If OpCo does not
comply with the financial and other covenants in the RBL Credit
Agreement, the lenders may, subject to customary cure rights,
require immediate payment of all amounts outstanding under the
RBL Credit Agreement and any outstanding unfunded commitments may
be terminated.
This summary of the RBL Credit Agreement does not purport to be
complete and is subject to, and qualified in its entirety by
reference to, the full text of the RBL Credit Agreement, which is
filed as Exhibit 10.2 to this Current Report and incorporated by
reference herein.
Guarantee and Security of the Credit
Facilities
The obligations under the Credit Facilities are guaranteed by the
Company and the Companys subsidiaries (other than OpCo), subject
to customary exceptions (collectively, the Grantors). On the
Effective Date, the Company and the Grantors entered into a
Guaranty and Collateral Agreement in favor of Bank of Montreal,
as administrative agent, for the benefit of the secured parties
to which the obligations of the Grantors under the Credit
Facilities are secured by the Grantors granting a security
interest in all of the collateral described in the Guaranty and
Collateral Agreement. The Credit Facilities are also secured on a
pari passu basis to a customary Collateral Agency Agreement
documenting the equal and ratable treatment of the obligations
under the respective Credit Facilities.
3
During any borrowing base period, the Revolving Credit Facility
will also be secured by first priority, perfected liens and
security interests (subject to permitted liens), including, with
respect to its oil and gas properties, liens on 85% of the total
value of proved oil and gas properties evaluated in reserve
reports delivered to the lenders under the Revolving Credit
Facility, as well as a negative pledge on substantially all
non-mortgaged assets of the Company and other guarantors under
the Revolving Credit Facility. During an investment grade period,
the collateral securing the Revolving Credit Facility falls away.
This summary of the Guaranty and Collateral Agreement does not
purport to be complete and is subject to, and qualified in its
entirety by reference to, the full text of the Guaranty and
Collateral Agreement, which is filed as Exhibit 10.3 to this
Current Report and incorporated by reference herein.
Indenture
On the Effective Date, to the terms of the Plan, OpCo closed its
previously announced issuance of $700.0million of its 6.875%
senior notes due 2022 (the 2022 Notes) and $500.0million of its
7.125% senior notes due 2025 (the 2025 Notes, and together with
the 2022 Notes, the Notes) and entered into an Indenture, dated
April12, 2017 (the Indenture), among OpCo, as issuer, the Company
and its subsidiaries, as guarantors, and Wilmington Trust,
National Association, as trustee. The Notes are treated as a
single class of securities under the Indenture. The 2022 Notes
were sold at an issue price of 50% and the 2025 Notes were sold
at an issue price of 98.507%, and resulted in net proceeds (after
deducting purchasers discounts and commissions) to OpCo of
$1.185billion. The Notes are being offered and sold by OpCo to a
Purchase Agreement, dated April7, 2017, among OpCo, the
guarantors party thereto and Barclays Capital Inc., as
representative of the purchasers set forth on Schedule I thereto.
The Notes have not been registered under the Securities Act of
1933, as amended (the Securities Act) or any state securities
laws, and unless so registered, the securities may not be offered
or sold in the United States except to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. The Notes
may be resold to qualified institutional buyers to Rule 144A
under the Securities Act or to non-U.S. persons to Regulation
S under the Securities Act.
The 2022 Notes
will mature on April15, 2022. The interest payment dates for the
2022 Notes are April15 and October15 of each year, commencing on
October15, 2017. The 2025 Notes will mature on April15, 2025. The
interest payment dates for the 2025 Notes are April15 and
October15 of each year, commencing on October15, 2017. Interest
will be paid on the Notes from the issue date until
maturity.
Prior to April15,
2019, OpCo may, at any time or from time to time, redeem in the
aggregate up to 35% of the aggregate principal amount of the 2022
Notes in an amount no greater than the net cash proceeds of
certain equity offerings at a redemption price of 106.875% of the
principal amount of the 2022 Notes, plus accrued and unpaid
interest, if any, to the date of redemption, if at least 65% of
the original principal amount of the 2022 Notes remains
outstanding and the redemption occurs within 180 days of the
closing of such equity offering. In addition, before April15,
2019, OpCo may redeem all or a part of the 2022 Notes at a
redemption price equal to the sum of (i)the principal amount
thereof, plus (ii)a make-whole premium at the redemption date,
plus accrued and unpaid interest, if any, to the redemption date.
In addition, on or after April15, 2019, OpCo may redeem all or a
part of the 2022 Notes at redemption prices (expressed as
percentages of principal amount) equal to 103.438% for the
twelve-month period beginning on April15, 2019, 101.719% for the
twelve-month period beginning April15, 2020, and 100.000% for the
twelve-month period beginning April15, 2021 and at any time
thereafter, plus accrued and unpaid interest, if any, to the
applicable redemption date on the 2022 Notes.
Prior to April15,
2020, OpCo may, at any time or from time to time, redeem in the
aggregate up to 35% of the aggregate principal amount of the 2025
Notes in an amount no greater than the net cash proceeds of
certain equity offerings at a redemption price of 107.125% of the
principal amount of the 2025 Notes, plus accrued and unpaid
interest, if any, to the date of redemption, if at least 65% of
the original principal amount of the 2025 Notes remains
outstanding and the redemption occurs within 180 days of the
closing of such equity offering. In addition, before April15,
2020, OpCo may redeem all or a part of the 2025 Notes at a
redemption price equal to the sum of (i)the principal amount
thereof, plus (ii)a make-whole premium at the redemption date,
plus accrued and unpaid interest, if any, to the redemption date.
In addition, on or after April15, 2019, OpCo may redeem all or a
part of the 2025 Notes at redemption prices (expressed as
percentages of principal amount) equal to 105.344% for the
twelve-month
4
period beginning
on April15, 2020, 103.563% for the twelve-month period beginning
April15, 2021, 101.781% for the twelve-month period beginning
April15, 2022, and 100.000% for the twelve-month period beginning
April15, 2023 and at any time thereafter, plus accrued and unpaid
interest, if any, to the applicable redemption date on the 2025
Notes.
If OpCo
experiences certain change of control triggering events set forth
in the Indenture, each holder of the Notes may require OpCo to
repurchase all or a portion of its Notes for cash at a price
equal to 101% of the aggregate principal amount of such Notes,
plus any accrued but unpaid interest to the date of
repurchase.
The Indenture
contains customary covenants that restrict the ability of OpCo
and the guarantors and certain of its subsidiaries to: (i)sell
assets and subsidiary equity; (ii)incur indebtedness; (iii)create
or incur certain liens; (iv)enter into affiliate agreements;
(v)enter into of agreements that restrict distribution from
certain restricted subsidiaries and the consummation of mergers
and consolidations; (vi)consolidate, merge or transfer all or
substantially all of the assets of the Company or any Restricted
Subsidiary (as defined in the Indenture); and (vii)create
unrestricted subsidiaries. The covenants in the Indenture are
subject to important exceptions and qualifications. Subject to
conditions, the Indenture provides that the Company and its
subsidiaries will no longer be subject to certain covenants when
the Notes receive investment grade ratings from any two of SP
Global Ratings, Moodys Investors Service, Inc., and Fitch
Ratings, Inc.
The Indenture
contains customary events of default (each, an Event of
Default).
Unless otherwise
noted in the Indenture, upon a continuing Event of Default, the
Trustee, by notice to the Company, or the holders of at least 25%
in principal amount of the then outstanding Notes, by notice to
the Company and the Trustee, may, declare the Notes immediately
due and payable, except that an Event of Default resulting from
entry into a bankruptcy, insolvency or reorganization with
respect to the Company, any Significant Subsidiary (as defined in
the Indenture) or group of Restricted Subsidiaries (as defined in
the Indenture), that taken together would constitute a
Significant Subsidiary, will automatically cause the Notes to
become due and payable.
This summary of
the Indenture does not purport to be complete and is subject to,
and qualified in its entirety by reference to, the full text of
the Indenture, which is filed as Exhibit 4.2 to this Current
Report and incorporated by reference herein.
Registration
Rights Agreement
to the Plan, on
the Effective Date, the Company entered into a registration
rights agreement (the Registration Rights Agreement) with (i)the
holders of the Companys outstanding common shares and the HoldCo
Notes (as defined below) receiving at least 10% or more of the
new common shares of the Company (New Equity) issued under the
Plan or the rights offering conducted in accordance with the Plan
(the Rights Offering), or that cannot be sold under Rule 144
without volume or manner of sale restrictions and (ii)parties to
the backstop commitment agreement between the Company and the
parties set forth therein (the Backstop Commitment
Agreement).
to the
Registration Rights Agreement, among other things, the Company is
required to file a shelf registration statement within 10
business days following the Effective Date that includes the
Registrable Securities (as defined in the Registration Rights
Agreement) whose inclusion has been timely requested, to the
extent that the amount of such Registrable Securities does not
exceed the amount as may be permitted to be included in such
registration statement under the rules and regulations of the
Commission and the applicable interpretations thereof by the
Commission staff.
A description of
the material provisions of the Registration Rights Agreement is
contained in the Companys registration statement on Form 8-A
filed with the Commission on the Effective Date (Form 8-A), which
description is incorporated by reference herein. The description
of the Registration Rights Agreement is qualified in its entirety
by reference to the full text of the Registration Rights
Agreement, which is incorporated herein as Exhibit 10.4 to this
Current Report, by reference to Form 8-A.
5
| Item1.02. |
Termination of a Material Definitive Agreement. |
Equity
Interests
In accordance with
the Plan, each of the Companys equity interests outstanding prior
to the Effective Date were cancelled and each such equity
interest has no further force or effect after the Effective Date.
to the Plan, the holders of the Companys common shares
outstanding prior to the Effective Date (the Existing Common
Shares) received (i)their proportionate distribution of New
Equity and (ii)the right to participate in the Rights Offering.
The holders of all other equity interests in the Company received
no distribution under the Plan in respect thereof.
Debt
Securities and Existing Credit Agreement
In accordance with
the Plan, on the Effective Date, all outstanding obligations
under the following notes issued by the Company (the HoldCo
Notes) and the related registration rights were cancelled and the
indentures governing such obligations were cancelled, except to
the limited extent expressly set forth in the Plan:
|
5.750% senior notes due December 2018, issued by the Company, to the Indenture, dated as of December12, 2013, by and among the Company, as issuer, and Delaware Trust Company, in its capacity as successor trustee; and |
|
6.125% senior notes due October 2024, issued by the Company, to the Indenture, dated as of September18, 2014, by and among the Company, as issuer, and Delaware Trust Company, in its capacity as successor trustee. |
6
In accordance with
the Plan, the holders of the HoldCo Notes received (i)their
proportionate distribution of New Equity and (ii)the right to
participate in the Rights Offering.
In accordance with
the Plan, on the Effective Date, all outstanding obligations
under the following notes (the OpCo Notes) issued by OpCo were
cancelled and the master note purchase agreement governing such
obligations was cancelled, except to the limited extent expressly
set forth in the Plan:
|
7.31% senior notes due 2016, 4.98% senior notes due 2017, 5.92% senior notes due 2018, 7.77% senior notes due 2019, 5.50% senior notes due 2020, 4.51% senior notes due 2020, 5.60% senior notes due 2022, 4.66% senior notes due 2022, 5.85% senior notes due 2025 and 4.91% senior notes due 2025, issued by OpCo, to the Master Note Purchase Agreement, dated as of March6, 2008 (as amended, supplemented or otherwise modified), by and among OpCo, as issuer, and the purchasers party thereto. |
to the Plan, the
holders of claims under the OpCo Notes received payment in full,
in cash of allowed claims.
Existing Credit
Facility
to the Plan, on
the Effective Date, the credit agreement, dated as of October6,
2011, among OpCo, as borrower, Wilmington Savings Fund Society,
FSB, as successor administrative agent, and the lenders party
thereto (the Existing Credit Agreement), was cancelled and the
holders of claims under the Existing Credit Agreement received
payment in full, in cash of allowed claims.
| Section2 | Financial Information |
| Item2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The description of
the Revolving Credit Facility and the Term Loan Facility set
forth in Item 1.01 of this Current Report is incorporated by
reference herein.
| Section3 | Securities and Trading Markets |
| Item3.02. | Unregistered Sales of Equity Securities. |
On the Effective
Date, to the Plan:
|
70,579,367 shares of New Equity were issued pro rata to holders of the HoldCo Notes with claims allowed under the Plan; |
|
80,022,410 shares of New Equity were issued pro rata to holders of Existing Common Shares; |
|
2,512,623 shares of New Equity were issued to commitment parties under the Backstop Commitment Agreement in respect of the commitment premium due thereunder; |
|
18,844,363 shares of New Equity were issued to commitment parties under the Backstop Commitment Agreement in connection with their backstop obligation thereunder (the Backstop Shares); and |
|
23,032,893 shares of New Equity were issued to participants in the Rights Offering. |
With the exception
of the Backstop Shares, New Equity was issued under the Plan to
an exemption from the registration requirements of the Securities
Act, under Section1145 of the Bankruptcy Code. The Backstop
Shares were issued under the exemption from registration
requirements of the Securities Act provided by Section 4(a)(2)
thereof.
As of the
Effective Date, there were 194,991,656 shares of New Equity
issued and outstanding.
| Item3.03. |
Material Modifications to Rights of Security Holders. |
As provided in the
Plan, all notes, equity, agreements, instruments, certificates
and other documents evidencing any claim against or interest in
the Debtors were cancelled on the Effective Date and the
obligations of
7
the Debtors
thereunder or in any way related thereto were fully released. The
securities to be cancelled on the Effective Date include all of
the Existing Common Shares, other equity interests in the
Company, the HoldCo Notes and the OpCo Notes. For further
information, see the Explanatory Note and Items 1.02 and 5.03 of
this Current Report, which are incorporated by reference
herein.
| Section5 | Corporate Governance and Management |
| Item5.01. | Changes in Control of Registrant. |
As previously
disclosed, on the Effective Date, all of the Existing Common
Shares and the HoldCo Notes were cancelled, and the Company
issued approximately 47% of New Equity to holders of the Existing
Common Shares and approximately 53% of New Equity to holders of
the HoldCo Notes to the Plan. For further information, see Items
1.02 and 3.02 of this Current Report, which are incorporated
herein by reference.
Item5.02.
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
Board
of Directors
As of the
Effective Date, by operation of the Plan, the Companys Board of
Directors (the Board) consists of seven members, comprised of
five members of the pre-Effective Date board of directors and two
new members selected in accordance with the Plan. The Board
consists of one class of directors with terms expiring the later
of two years or the date on which the successor of such director
is elected.
Michael D.
Watford was named our Chairman, President and Chief
Executive Officer in 1999. Prior to joining the Company,
Mr.Watford served as Chief Executive Officer of Nuevo Energy
Company from 1994 to 1998. Mr.Watford has enjoyed a full range of
domestic and international industry experiences in the
exploration and production, downstream refinery and chemicals
businesses and managed product marketing, processing, and
pipeline businesses while working over his 40-year career.
Mr.Watford has held various management positions for a number of
energy companies including Shell Oil, Superior Oil, Meridian Oil
(Burlington Resources), Torch Energy, and Nuevo Energy.
Mr.Watford attended the University of Florida where he earned his
undergraduate degree in Finance in 1975. While working for Shell
Oil, he attended night school at the University of New Orleans
where he earned his MBA in 1978. Mr.Watford is on the board of
Axip Energy Services. In addition, he is a member of the National
Petroleum Council, an oil and natural gas advisory committee to
the Secretary of Energy, and he serves as a voting member on the
board of trustees for Northwest Assistance Ministries.
W. Charles
Helton has been a director on the Board since August 1994.
Dr.Helton is a medical doctor and has been the President, Chief
Financial Officer and a director of Enterprise Exploration
Production Inc., a private oil and gas exploration and
development company, for more than the past five years.
Stephen J.
McDaniel has been a director on the Board since July 2006.
Mr.McDaniel also previously served as a director of Midstates
Petroleum Company (NYSE MKT: MPO), where he had previously been
president and CEO. Mr.McDaniels previous experience included
approximately ten years of oil and gas investment banking, the
majority of which was with Merrill Lynch. He held the position of
Managing Director at Merrill Lynch. He began his career with
Conoco in 1983 and held various positions in Conocos engineering,
operations, and business development organizations.
Roger A.
Brown has been a director on the Board since October 2007.
Prior to his retirement in 2007, Mr.Brown was Vice
President-Strategic Initiatives for Smith International, Inc.
from 2005 to 2007 and President of Smith Technologies, a division
of Smith International, Inc., from 1998 to 2005. Before starting
his thirty year career in oilfield services, Mr.Brown was a
practicing attorney for eight years. He holds a Bachelor of
Science in Economics, History and Political Science and a Juris
Doctorate both from the University of Oklahoma. Mr.Brown
currently serves on the board of directors of McDermott
International (NYSE: MDR).
Michael J.
Keeffe has been a director on the Board since July 2012.
Prior to his retirement in 2011, Mr.Keeffe was a Senior Audit
Partner with Deloitte Touche LLP. He has 35 years of public
accounting experience at
8
Deloitte Touche
directing financial statement audits of public companies,
principally in the oil field service and engineering and
construction industries, most with significant international
operations. He also served as a senior risk management and
quality assurance partner in the firms consultation network. He
is a Certified Public Accountant and holds a Bachelor of Arts and
a Masters of Business Administration both from Tulane University.
Mr. Keeffe currently serves on the board of directors of Gulf
Island Fabrication, Inc. (NASDAQ: GIFI).
Neal P.
Goldman has been a director on the Board since April 12,
2017. Mr. Goldman is currently the Managing Member of SAGE
Capital Investments, LLC, a consulting firm specializing in
independent board of director services, turnaround consulting,
strategic planning, and special situation investments. Mr.
Goldman was a Managing Director at Och Ziff Capital Management,
L.P. from 2014 to 2016 and a Founding Partner of Brigade Capital
Management, LLC from 2007 to 2012. Mr. Goldman has served on the
board of directors of Midstates Petroleum Company, Inc. and Stone
Energy Corporation since October 2016 and February 2017,
respectively. He holds a Bachelor of Arts from the University of
Michigan and a Master of Business Administration from the
University of Illinois.
Alan J.
Mintz has been a director on the Board since April 12, 2017.
He is a Managing Principal of Stone Lion. Mr. Mintz co-founded
Stone Lion in August 2008 and launched the Stone Lion Funds in
November 2008, as the Co-Director of Tudors Distressed Debt Group
(2008-2010). Prior to joining Tudor in June 2008, Mr. Mintz was
employed by Bear Stearns (1997-2008) where he served as a Senior
Managing Director, a Global Co-Head of Distressed Debt Trading
and Proprietary Investments and the Director of Distressed
Research. Mr. Mintz also served as a member of the Presidents
Advisory Council of Bear Stearns (2006-2008) and as a board
member of various Bear Stearns portfolio companies. Prior to his
employment with Bear Stearns, Mr. Mintz worked at Policano Manzo
(1990-1997) as Restructuring Advisor for financially troubled
companies. He also was employed by Meisel Tuteur Turkel Lewis Co.
(1989-1990) as Director of Taxation and by Arthur Andersen Co.
(1983-1989) as a Senior Manager. Mr. Mintz received a Bachelor of
Arts from Boston University in 1983.
| Item5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On the Effective
Date, to the Plan, the Company filed the Articles of
Reorganization, which amended the Articles of Incorporation of
the Company (the Articles of Reorganization), with the Registrar
of Corporations under the Business Corporations Act (Yukon). Also
on the Effective Date, in accordance with the Plan, the Company
adopted the Amended and Restated Bylaw No.1 (the
Bylaws).Descriptions of the material provisions of the Articles
of Reorganization and the Bylaws are contained in Form 8-A filed
with the Commission on the Effective Date, which description is
incorporated by reference herein.
9
The descriptions
of the Articles of Reorganization and the Bylaws are qualified in
their entirety by reference to the full texts of the Articles of
Reorganization and the Bylaws, which are incorporated herein as
Exhibits 3.1 and 3.2, respectively, by reference to Form
8-A.
| Section7 | Regulation FD |
| Item7.01. | Regulation FD Disclosure. |
On April12, 2017,
the Company issued a press release announcing the consummation of
the Plan and emergence from the Chapter 11 Cases on the Effective
Date, as disclosed herein, a copy of which is furnished as
Exhibit 99.2 hereto to Item 7.01 of Form 8-K.
In accordance with
General Instruction B.2 of Form 8-K, the information furnished to
this Item 7.01, including Exhibit 99.2 furnished herewith, will
not be deemed filed for purposes of Section18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), nor shall
such be deemed incorporated by reference in any filing under the
Securities Act or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing.
| Section8 | Other Events |
| Item8.01. | Other Events. |
On April10, 2017,
the Company reached an agreement to settle the Sempra Rockies
Marketing, LLCs (Sempra) breach of contract claim for
$57.0million payable, in full, on the earlier of June30, 2017 or
45 days after the Effective Date. The stipulation of settlement
with Sempra and request that the Bankruptcy Court sign a
confirmatory order was filed with the Bankruptcy Court on
April11, 2017.
| Section9 | Financial Statements and Exhibits |
| Item9.01 | Financial Statements and Exhibits. |
|
Exhibit Number |
Description |
|
| 2.1 |
Debtors Second Amended Joint Chapter 11 Plan of Reorganization (incorporated by reference to Exhibit A of the Order Confirming Debtors Second Amended Joint Chapter 11 Plan of Reorganization, filed as Exhibit 99.1 to the Current Report on Form 8-K filed by Ultra Petroleum Corp. on March16, 2017). |
|
| 3.1 |
Articles of Reorganization of Ultra Petroleum Corp (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 8-A filed by Ultra Petroleum Corp. on April12, 2017). |
|
| 3.2 |
Amended and Restated Bylaw No.1 of Ultra Petroleum Corp. (incorporated by reference to Exhibit 3.2 to Registration Statement on Form 8-A filed by Ultra Petroleum Corp. on April12, 2017). |
|
| 4.1* | Specimen Common Share Certificate. | |
| 4.2* |
Indenture dated April12, 2017 among Ultra Resources, Inc., Ultra Petroleum Corp., the subsidiary guarantors party thereto and Wilmington Trust, National Association, as trustee. |
|
| 10.1* |
Senior Secured Term Loan Agreement dated as of April12, 2017, among Ultra Petroleum Corp. and UP Energy Corporation, as parent guarantor, Ultra Resources, Inc., as borrower, Barclays Bank PLC, as administrative agent, and the lenders and other parties party thereto. |
|
| 10.2* |
Credit Agreement dated as of April12, 2017, among Ultra Petroleum Corp. and UP Energy Corporation, as parent guarantor, Ultra Resources, Inc., as borrower, Bank of Montreal, as administrative agent, and the lenders and other parties party thereto. |
|
| 10.3* |
Guaranty and Collateral Agreement dated as of April12, 2017, among Ultra Petroleum Corp. and the other parties signatory there to, as grantors, and Bank of Montreal, as collateral agent. |
|
| 10.4 |
Registration Rights Agreement dated as of April12, 2017 by and among Ultra Petroleum Corp. and the other parties signatory thereto (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form 8-A filed by Ultra Petroleum Corp. on April12, 2017). |
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| 10.5 |
Ultra Petroleum Corp. 2017 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 filed by Ultra Petroleum Corp. on April12, 2017). |
|
| 10.6 |
Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.2 to the Registration Statement on FormS-8 filed by Ultra Petroleum Corp. on April12, 2017). |
|
| 99.1 |
Order Confirming Debtors Second Amended Joint Chapter 11 Plan of Reorganization (incorporated by reference to Exhibit99.1 to the Current Report on Form 8-K filed by Ultra Petroleum Corp. on March16, 2017). |
|
| 99.2* | News Release dated April12, 2017. |
| * | Filed herewith. |
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About ULTRA PETROLEUM CORP. (OTCMKTS:UPLMQ)
Ultra Petroleum Corp. is an independent oil and gas company. The Company is engaged in the development, production, operation, exploration and acquisition of oil and natural gas properties. The Company operates in natural gas and oil exploration and development industry, with geographical segment, the United States. It owns oil and natural gas leases in Wyoming, Utah and Pennsylvania. In Colorado, the Company owns oil and natural gas leases, as well as fee oil and gas rights. The Company focuses on developing its natural gas reserves in the Green River Basin of southwest Wyoming, the Pinedale and Jonah fields; its oil reserves in the Uinta Basin in Utah, and its natural gas reserves in the Appalachian Basin of Pennsylvania. The Company owns interests in approximately 104,000 gross (approximately 68,000 net) acres in Wyoming covering approximately 190 square miles. ULTRA PETROLEUM CORP. (OTCMKTS:UPLMQ) Recent Trading Information
ULTRA PETROLEUM CORP. (OTCMKTS:UPLMQ) closed its last trading session at 7.23 with 16,184,089 shares trading hands.
