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 13, 2014
ULTRA PETROLEUM CORP.
(Exact name of registrant as specified in its charter)
| Yukon, Canada | 001-33614 | N/A |
| (State or other jurisdiction | (Commission File Number 001-33614) | (I.R.S. Employer |
| of incorporation) | | Identification No.) |
400 N. Sam Houston Parkway East
Suite 1200
Houston, Texas 77060
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code:(281) 876-0120
(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 obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item1.01Entry into a Material Definitive Agreement
On August 13, 2014, Ultra Petroleum Corp. (the “Company”) entered into a purchase and sale agreement (the “PSA”) with SWEPI LP, an affiliate of Royal Dutch Shell, plc (“Shell”). Under the PSA, the Company will acquire all of Shell’s Pinedale field properties in exchange for a portion of the Company’s Marcellus Shale properties and cash consideration of $925.0 million. The Company paid $25.0 million to Shell as a performance deposit in connection with the transaction. The PSA contains representations and warranties, covenants, indemnification provisions, and closing adjustments that are typical for this type of transaction. The transaction has an effective date of April 1, 2014, and the Company expects it to close during the third quarter of 2014. This summary of the PSA does not purport to be complete and is qualified in its entirety by reference to the PSA, a copy of which is attached asExhibit 1.1 and is incorporated into this Item 1.01 by reference.
Item 7.01 Regulation FD Disclosure
On August 14, 2014, the Company issued a news release announcing that the Company had entered into the PSA. A copy of the news release is attached asExhibit 99.1 and incorporated into this Item 7.01 by reference.
The information presented in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act or 1933, as amended, except as expressly set forth in such filing.
Item 9.01 Regulation FD Disclosure
| Exhibit No. | Description |
| 1.1 | Purchase and Sale Agreement dated August 13, 2014 |
| 99.1 | News Release dated August 14, 2014 |
SIGNATURES
Pursuant 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.
| | ULTRA PETROLEUM CORP. |
| | |
| | |
| | |
| August 19, 2014 | By: /s/ Garrett B. Smith |
| | Name: Garrett B. Smith |
| | Title: Corporate Secretary |
EXHIBIT INDEX
| Exhibit No. | Description |
| | |
| 1.1 | Purchase and Sale Agreement dated August 13, 2014 |
| 99.1 | News Release dated August 14, 2014 |
