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): June 16, 2020
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: None.
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 1.01 | Entry into a Material Definitive Agreement. |
As previously reported, Ultra Resources, Inc. (“Ultra Resources”) and UP Energy Corporation (“UP Energy”), each subsidiaries of Ultra Petroleum Corp., entered into a Senior Secured SuperpriorityDebtor-in-Possession Credit Agreement, dated as of May 19, 2020 (the “DIP Credit Agreement”), by and among Ultra Resources, as Borrower, UP Energy, as Parent Guarantor, the lenders party thereto (together with such other financial institutions from time to time party thereto, the “DIP Lenders”) and Wilmington Trust, National Association, as administrative and collateral agent (the “Administrative and Collateral Agent”). On June 16, 2020, Ultra Resources entered into an amendment to the DIP Credit Agreement (the “First Amendment”) to, among other things: (i) modify the definition of “Change in Control” to remove a cross-reference to other Material Debt (as such term is defined in the DIP Credit Agreement), (ii) modify the definition of “Material Adverse Effect” to exclude from its scope any material adverse effect resulting from theCOVID-19 pandemic; (iii) remove the representation that no default exists under other Material Debt (as such term is defined in the DIP Credit Agreement); (iv) exclude the occurrence of a Noteholder Termination Event (as such term is defined in the DIP Credit Agreement) from the scope of an event of default under the DIP Credit Agreement arising from the termination of the Restructuring Support Agreement (as such as term is defined in the DIP Credit Agreement); and (v) modify Schedule 9.01 to the DIP Credit Agreement to remove the entry of the Disclosure Statement Order (as such term is defined in the DIP Credit Agreement).
Capitalized terms used in this Current Report on Form8-K but not specifically defined herein have the meanings specified for such terms in the First Amendment. The foregoing description of the First Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the First Amendment, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.
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 19, 2020
ULTRA PETROLEUM CORP. | ||
By: | /s/ Kason D. Kerr | |
Name: | Kason D. Kerr | |
Title: | Vice President, General Counsel and Corporate Secretary |