| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under anOff-Balance Sheet Arrangement of a Registrant. |
The relevant information set forth in Item 8.01 of this Current Report on Form8-K is incorporated by reference in this Item 2.03.
| Item 7.01. | Regulation FD Disclosure. |
On January 23, 2019, Ultra Petroleum Corp. (the “Company”) issued a press release announcing the consummation of the Exchange Transaction (as defined in Item 8.01 below). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
The information contained or incorporated in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
Exchange Agreements
On January 22, 2019, the Company and its subsidiaries entered into an Exchange Agreement (the “First Exchange Agreement”), pursuant to which the holders named therein exchanged $11.6 million aggregate principal amount of the 6.875% Senior Notes due 2022 (“Unsecured Notes”) of Ultra Resources, Inc., a Delaware corporation (“Ultra Resources”), a wholly owned subsidiary of the Company, for approximately $7.0 million aggregate principal amount of Ultra Resources’ 9.00% Cash / 2.00% PIK Senior Secured Second Lien Notes due July 2024 (“Second Lien Notes” and such transaction, the “First Exchange Transaction”). Such Second Lien Notes were issued pursuant to that certain Indenture, dated as of December 21, 2018 (the “Second Lien Notes Indenture”), among Ultra Resources, as issuer, the Company and its other subsidiaries, as guarantors, and Wilmington Trust, National Association, as trustee and collateral agent (the “Trustee”). The First Exchange Transaction closed concurrently with the execution of the First Exchange Agreement.
In addition, on January 23, 2019, the Company and its subsidiaries entered into an Exchange Agreement (the “Second Exchange Agreement” and, together with the First Exchange Agreement, the “Exchange Agreements”), pursuant to which the holders named therein exchanged approximately $12.5 million aggregate principal amount of Unsecured Notes for approximately $7.5 million aggregate principal amount of Second Lien Notes (such transaction, the “Second Exchange Transaction” and, together with the First Exchange Transaction, the “Exchange Transaction”). Such Second Lien Notes were issued pursuant to the Second Lien Notes Indenture. The Second Exchange Transaction closed concurrently with the execution of the Second Exchange Agreement.
Pursuant to the terms of the Exchange Agreements, each exchanging noteholder received $600 aggregate principal amount of Second Lien Notes for each $1,000 aggregate principal amount of Unsecured Notes validly exchanged by such noteholder. The Exchange Agreements contained certain representations, warranties and other agreements by the Company and the noteholders party thereto.
The Second Lien Notes issued in the Exchange Transaction were offered and sold pursuant to the exemption provided by Section 4(a)(2) of the Securities Act. This offer was made by the Company to a limited number of persons, each of which is an accredited investor (within the meaning of Rule 501 promulgated under the Securities Act). The Company did not receive any cash proceeds from the issuance of Second Lien Notes in the Exchange Transaction.
The foregoing description of the Exchange Agreements does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the First Exchange Agreement and the Second Exchange Agreement, which are filed as Exhibits 99.2 and 99.3, respectively, to this Current Report on Form8-K and are incorporated by reference in this Item 8.01.
Supplemental Indentures to Second Lien Notes Indenture
As previously disclosed, the terms of the Second Lien Notes include those stated in the Second Lien Notes Indenture, which was filed as Exhibit 4.1 to the Current Report on Form8-K filed by the Company on December 26, 2018 and is incorporated by reference in this Item 8.01.
