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): December 11, 2014
ULTRA PETROLEUM CORP.
(Exact name of registrant as specified in its charter)
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| Yukon, Canada | | 001-33614 | | N/A |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer 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
N/A
(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 (see General Instruction A.2. below):
| ¨ | 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)) |
Explanatory Note
This Current Report on Form 8-K is being filed to update the unaudited pro forma condensed combined statement of operations of the registrant through September 30, 2014. The registrant previously filed an unaudited pro forma condensed combined statement of operations through June 30, 2014 with the Securities and Exchange Commission on Form 8-K/A on October 1, 2014.
Section 2 – Financial Information
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The required updated pro forma financial information with respect to the registrant’s previously announced acquisition of all producing and non-producing properties in the Pinedale field in Sublette County, Wyoming from SWEPI LP, an affiliate of Royal Dutch Shell, plc in exchange for certain of the registrant’s producing and non-producing properties in Pennsylvania and a cash payment of $925.0 million (the “SWEPI Transaction”) is provided in Item 9.01(b) of this Current Report on Form 8-K.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
| (b) | Pro Forma Financial Information. |
The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2014 and the related notes are attached as Exhibit 99.1 hereto.
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| Exhibit No. | | Description |
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| Exhibit 99.1 | | Unaudited pro forma condensed combined statement of operations showing the pro forma effects of the SWEPI Transaction for the nine months ended September 30, 2014 and related notes. |
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.
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| | | ULTRA PETROLEUM CORP. (Registrant) |
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| Dated: December 11, 2014 | | By: | | /s/ Garrett B. Smith |
| | | | Garrett B. Smith |
| | | | Chief Legal Counsel and Corporate Secretary |
