ULTRA PETROLEUM CORP. (OTCMKTS:UPLMQ) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On January29, 2018, Ultra Petroleum Corp. (the “Company”) entered into an agreement (the “Agreement”) with Fir Tree Capital Management LP (“Fir Tree”) regarding the membership and composition of the Company’s board of directors (the “Board”) and related matters.
to the Agreement, the Company will appoint Evan Lederman, a Fir Tree investment professional, to the Board to fill the vacancy resulting from W. Charles Helton’s resignation from the Board. The Company will also appoint an independent director (the “Independent Director”, together with Mr.Lederman, the “New Directors”) to the Board to fill the vacancy resulting from Roger A. Brown’s resignation from the Board. The Company agreed that Fir Tree will have the right to recommend three to five candidates to serve as the Independent Director, who must meet certain criteria as set forth in the Agreement, and that Fir Tree and the Board will work together to select a mutually agreeable, qualified person from such candidates to serve as the Independent Director. to the terms of the Agreement, the appointments of the New Directors will be completed on the date that is the earlier of (x)February28, 2018 and (y)the date on which the Company announces its fourth quarter 2017 earnings results (the “Transition Date”).
The Company also agreed that Fir Tree may replace either New Director in the event he or she resigns or can no longer serve on the Board due to death, disability or other reasons prior to the later of (x)April12, 2019 and (y)the date on which such New Director is next up for election at a meeting of the Company’s shareholders, subject to such candidate meeting certain criteria as set forth in the Agreement.
Fir Tree has agreed to abide by certain standstill provisions during a standstill period (the “Standstill Period”) ending on the Standstill End Date. In the Agreement, the “Standstill End Date” means (i)if the Company shall have delivered to Fir Tree no later than thirty calendar days prior to the deadline for submission for nominations for election to the Board at the 2019 annual meeting of shareholders a written confirmation that Mr.Lederman and the Independent Director (or their respective replacements or proposed replacements) will be nominated for election to the Board at the 2019 annual meeting of shareholders, the earlier of (a)fifteen calendar days prior to the deadline for submission for nominations for election to the Board at the 2020 annual meeting of shareholders to the Company’s Amended and Restated Bylaw No.1 and (b)April19, 2020; or (ii)if the Company shall have failed to deliver the written confirmation to clause (i)of this definition, the earlier of (c)fifteen calendar days prior to the deadline for submission for nominations for election to the Board at the 2019 annual meeting of shareholders and (d)April19, 2019. to the Agreement, Fir Tree has also agreed to vote its shares of the Company’s common stock in favor of the Company’s nominees and other proposals at each Annual Meeting during the Standstill Period, subject to certain limited exceptions.
The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 1.01 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January30, 2018, the Company announced that Michael D. Watford, the Company’s President, Chief Executive Officer and Chairman of the Board will be retiring from his roles at the Company and resigning from the Board, effective as of the Transition Date and will be replaced by Brad Johnson, the Company’s current Senior Vice President, Operations, who will be appointed as interim Chief Executive Officer and a director of the Board as of such date (the “CEO Transition Plan”). The Board has not approved any new compensation arrangements with Mr.Johnson as of the date hereof.
Mr.Johnson, age 46, has served as the Company’s Senior Vice President, Operations since April1, 2014. Prior to that, Mr.Johnson served the Company as Director, Reservoir Engineering and Planning, and Vice President, Reservoir Engineering and Development. Prior to joining the Company, Mr.Johnson was employed by Anadarko Petroleum for thirteen years where he served in various engineering and leadership roles in several assets located in onshore North America, shelf and deep water Gulf of Mexico and in Algeria. Mr.Johnson earned a Bachelor of Science in Petroleum Engineering from Texas A&M University and a Master of Science in Petroleum Engineering from the University of Texas.
The Company also announced that, to the Agreement described under Item 1.01 of this Current Report which is incorporated by reference herein, effective as of the Transition Date, Dr.Helton and Mr.Brown will resign from their positions on the Board and Mr.Lederman and the Independent Director will be appointed to the Board (the “Board Transition Plan”). No changes to the composition of the Board committees nor any compensation arrangements with the New Directors were approved by the Board as of the date hereof.
Item 1.01 Other Events.
On January30, 2018, the Company issued a press release, which is attached as Exhibit 99.1 hereto, announcing the Agreement, the CEO Transition Plan and the Board Transition Plan, as well as certain updates on well results from recent drills of horizontal wells on the east flank of Pinedale and certain changes to the Company’s hedge position.
Item 1.01 Financial Statements and Exhibits.
ULTRA PETROLEUM CORP ExhibitEX-10.1 2 d522627dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Execution Copy COOPERATION AGREEMENT This Cooperation Agreement,…To view the full exhibit click
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.