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 31, 2012
Bill Barrett Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-32367 | 80-0000545 | ||
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) | ||
1099 18th Street, Suite 2300 Denver, Colorado | 80202 | |||
| (Address of principal executive office) | (Zip Code) | |||
(303) 293-9100
(Registrant’s telephone number, including area code)
Not Applicable
(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)) |
| Item 2.01. | Completion of Acquisition or Disposition of Assets |
On December 31, 2012, Bill Barrett Corporation (the “Company”) closed on its previously announced sale to an affiliate of Vanguard Natural Resources, LLC (“Buyer”) of certain of the Company’s non-core natural gas assets under the Purchase and Sale Agreement between the Company and Buyer dated October 31, 2012 (the “Agreement”). The assets sold include all Wind River Basin natural gas producing properties, the Company’s Powder River Basin coal bed methane assets and a working interest in its Gibson Gulch-Piceance Basin development property. Total consideration received by the Company was $328.8 million after customary preliminary closing adjustments. The transaction was effective as of October 1, 2012.
The foregoing is not a complete description of all the terms and provisions of the Agreement and is qualified in its entirety by reference to the full text of the Agreement, a copy of which was filed as an exhibit to the Company’s Current Report on Form 8-K filed on November 5, 2012, which is incorporated by reference herein.
| Item 7.01. | Regulation FD Disclosure |
On January 2, 2013, the Company announced the completion of the sale to Buyer described above. A copy of the press release is furnished as Exhibit 99 to this Current Report.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing.
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibit Number | Description of Exhibit | |
| 99 | Press Release, dated January 2, 2013. | |
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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.
| Date: January 3, 2013 | BILL BARRETT CORPORATION | |||||||
| By: | /s/ Francis B. Barron | |||||||
| Francis B. Barron | ||||||||
| Executive Vice President—General Counsel; and Secretary | ||||||||
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EXHIBIT INDEX
| Exhibit Number | Description of Exhibit | |
| 99 | Press Release, dated January 2, 2013. | |
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