UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form8-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): May 28, 2019
ULTRA PETROLEUM CORP.
(Exact Name of Registrant as Specified in its Charter)
| Yukon, Canada | 001-33614 | N/A | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||
116 Inverness Drive East, Suite 400 Englewood, Colorado | 80112 | |||
| (Address of principal executive offices) | (Zip code) | |||
(303) 708-9740
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17CFR240.14a-12)
☐Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
☐Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Exchange on Which Registered | ||
| Common Shares, without par value | UPL | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 28, 2019, Maree K. Delgado informed Ultra Petroleum Corp. (the “Company”) of her intention to resign as Vice President and Chief Accounting Officer of the Company to pursue other opportunities. The effective date of Ms. Delgado’s resignation is expected to be on or about June 27, 2019. There were no disagreements between Ms. Delgado and the Company which led to her resignation from the Company. David W. Honeyfield, Senior Vice President and Chief Financial Officer of the Company, will assume the responsibilities of interim principal accounting officer of the Company.
| Item 7.01. | Regulation FD Disclosure. |
Operational Update
On June 3, 2019, the Company issued a press release announcing, among other things, that it recently elected to release a rig and reduce its operated rig count in Pinedale from three to two, reaffirmed production guidance for full-year 2019 of 240 to 250 billion cubic feet equivalent and reduced 2019 capital investment guidance by $15 million to a new range of $305 to $335 million.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 8.01. | Other Events. |
Operational Update
On June 3, 2019, the Company announced that it recently elected to release a rig and reduce its operated rig count in Pinedale from three to two.
Exchange Offer Update
On June 3, 2019, the Company issued a press release announcing the extension of the early participation date and withdrawal deadline in connection with the Company’s previously announced offer to exchange Ultra Resources, Inc.’s outstanding 7.125% Senior Notes due 2025 for new 9.00% Cash / 2.50% PIK Senior Secured Third Lien Notes due 2024 (the “Third Lien Notes”).
The Third Lien Notes have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction. The Third Lien Notes may not be offered or sold in the United States or Canada or to or for the account or benefit of any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or to the registration and prospectus requirements under applicable securities laws in Canada.
A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This Current Reporton Form 8-K, including the exhibits hereto, include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Any statement, including any opinions, forecasts, projections or other statements, other than statements of historical fact, are or may be forward-looking statements. Although the Company believes the expectations reflected in any forward-looking statements herein are reasonable, the Company can give no assurance that such expectations will prove to have been correct and actual results may differ materially from those projected or reflected in such statements. Certain risks and uncertainties inherent in the Company’s business as well as risks and uncertainties related to its operational and financial results are set forth in its filings with the SEC, particularly in the section entitled “Risk Factors” included in the Company’s Annual Report onForm 10-K for the most recent fiscal year, its most recent Quarterly Reports onForm 10-Q, and from time to time in other filings made by the Company with the SEC. Some of these risks and uncertainties include, but are not limited to, the Company’s ability to decrease its leverage or fixed charges, increased competition, the timing and extent of changes in prices for oil and gas, particularly in the areas where the Company owns properties, conducts operations, and markets its production, as well as the timing and extent of the Company’s success in discovering, developing, producing and estimating oil and gas reserves, the Company’s ability to successfully monetize the properties it is marketing, weather and government regulation, and the availability of oil field services, personnel and equipment. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Reporton Form 8-K. All forward-looking statements in this Current Reporton Form 8-K are qualified in their entirety by these cautionary statements. Except as required by law, the Company undertakes no obligation and does not intend to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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.
June 3, 2019
ULTRA PETROLEUM CORP. | ||
| By: | /s/ Kason D. Kerr | |
| Name: | Kason D. Kerr | |
Title: | Vice President, General Counsel and Corporate Secretary | |