As filed with the Securities and Exchange Commission on April 27, 2016
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3 NO. 333-197859
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Magnum Hunter Resources Corporation
(and the guarantors identified in the Table of Subsidiary Guarantor Registrants below)
(Exact name of registrant as specified in its charter)
Delaware |
| 001-32997 |
| 86-0879278 |
909 Lake Carolyn Parkway, Suite 600
Irving, Texas 75039
(832) 369-6986
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
(Name, address, including zip code and telephone number, |
| Copy of communications to: |
|
|
|
Paul M. Johnston |
| Matthew R. Pacey, P.C. Kirkland & Ellis LLP |
Approximate date of commencement of proposed sale to the public:
Not applicable. Removal from registration of securities that were not sold pursuant to this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. x
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | o |
| Accelerated filer | x |
|
|
|
|
|
Non-accelerated filer | o (Do not check if a smaller reporting company) |
| Smaller reporting company | o |
TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS
Exact name of Co-Registrant as specified in its Charter |
| State or other jurisdiction of |
| I.R.S. Employer |
Alpha Hunter Drilling, LLC |
| Delaware |
| 27-1657505 |
Bakken Hunter, LLC |
| Delaware |
| 27-3553862 |
Hunter Aviation, LLC |
| Delaware |
| 45-3698600 |
Hunter Real Estate, LLC |
| Delaware |
| 27-1658073 |
Magnum Hunter Marketing, LLC |
| Delaware |
| 45-3202527 |
Magnum Hunter Production, Inc. |
| Kentucky |
| 61-1057062 |
Magnum Hunter Resources GP, LLC |
| Delaware |
| 27-1355887 |
Magnum Hunter Resources, LP |
| Delaware |
| 27-1355958 |
NGAS Gathering, LLC |
| Kentucky |
| 20-4272054 |
NGAS Hunter, LLC |
| Delaware |
| 27-3953737 |
Shale Hunter, LLC |
| Delaware |
| 46-2331952 |
Triad Hunter, LLC |
| Delaware |
| 27-1355830 |
Viking International Resources Co., Inc. |
| Delaware |
| 31-1240097 |
Williston Hunter ND, LLC |
| Delaware |
| 27-3553798 |
(1) The address, including zip code, and telephone number, including area code of the principal executive offices of each co-registrant are:
909 Lake Carolyn Parkway, Suite 600
Irving, Texas 75039
(832) 369-6986
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statement on Form S-3 (the “Registration Statement”), originally filed by Magnum Hunter Resources Corporation, a Delaware corporation (the “Company”) and the guarantors identified in the Table of Subsidiary Guarantor Registrants above, with the Securities and Exchange Commission:
· Registration No. 333-197859, filed on Form S-3 on August 5, 2014, pertaining to the registration of an unspecified amount of issued or issuable debt securities, common stock, preferred stock, depositary shares, warrants, and guarantees of debt securities.
On December 15, 2015, the Company and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions for reorganization under chapter 11 (the “Filing”) of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), which cases are being jointly administered under the caption In re Magnum Hunter Resources Corporation, et al., Case No. 15-12533 (the “Chapter 11 Cases”).
As a result of the Chapter 11 Cases, the Company has terminated all offerings of securities pursuant to the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, the Company hereby removes from registration all of such securities registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.
| MAGNUM HUNTER RESOURCES CORPORATION | |
|
| |
| By: | /s/ Gary C. Evans |
|
| Name: Gary C. Evans |
|
| Title: Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.
Signature |
| Title | |
|
|
| |
/s/ Gary C. Evans |
| Chairman of the Board and Chief Executive Officer | |
Gary C. Evans |
| (Principal Executive Officer) | |
|
|
| |
/s/ Joseph C. Daches |
| Senior Vice President and Chief Financial Officer | |
Joseph C. Daches |
| (Principal Financial and Accounting Officer) | |
|
|
| |
* |
| Director | |
Victor Carrillo |
|
| |
|
|
| |
* |
| Director | |
Stephen C. Hurley |
|
| |
|
|
| |
* |
| Director | |
Joe L. McClaugherty |
|
| |
|
|
| |
* |
| Director | |
Jeff Swanson |
|
| |
|
|
| |
*By: | /s/ Gary C. Evans |
|
|
| Gary C. Evans |
|
|
| Attorney in fact for the persons indicated |
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.
| ALPHA HUNTER DRILLING, LLC | ||
|
| ||
| By: | /s/ Gary C. Evans | |
|
| Name: | Gary C. Evans |
|
| Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.
Signature |
| Title | ||||
|
|
| ||||
/s/ Gary C. Evans |
| Chief Executive Officer | ||||
Gary C. Evans |
| (Principal Executive Officer) | ||||
|
|
| ||||
/s/Joseph C. Daches |
| Senior Vice President and Treasurer | ||||
Joseph C. Daches |
| (Principal Financial and Accounting Officer) | ||||
|
|
| ||||
Triad Hunter, LLC |
| Sole Managing Member | ||||
|
|
| ||||
By: | /s/ Gary C. Evans |
|
| |||
| Name: | Gary C. Evans |
|
| ||
| Title: | Chief Executive Officer |
|
| ||
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.
| BAKKEN HUNTER, LLC | ||
|
| ||
| By: | /s/ Gary C. Evans | |
|
| Name: | Gary C. Evans |
|
| Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.
Signature |
| Title |
|
|
|
/s/ Gary C. Evans |
| Chief Executive Officer |
Gary C. Evans |
| (Principal Executive Officer) |
|
|
|
|
|
|
/s/Joseph C. Daches |
| Senior Vice President and Treasurer |
Joseph C. Daches |
| (Principal Financial and Accounting Officer) |
|
|
|
Magnum Hunter Resources Corporation |
| Sole Managing Member |
By: | /s/ Gary C. Evans |
| |
| Name: | Gary C. Evans |
|
| Title: | Chairman and Chief Executive Officer |
|
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.
| HUNTER AVIATION, LLC | ||
|
| ||
| By: | /s/ Gary C. Evans | |
|
| Name: | Gary C. Evans |
|
| Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.
Signature |
| Title |
|
|
|
/s/ Gary C. Evans |
| Chief Executive Officer and President |
Gary C. Evans |
| (Principal Executive Officer) |
|
|
|
|
|
|
/s/Joseph C. Daches |
| Senior Vice President and Treasurer |
Joseph C. Daches |
| (Principal Financial and Accounting Officer) |
|
|
|
Magnum Hunter Resources Corporation |
| Sole Managing Member |
By: | /s/ Gary C. Evans |
| |
| Name: | Gary C. Evans | |
| Title: | Chairman and Chief Executive Officer | |
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.
| HUNTER REAL ESTATE, LLC | ||
|
| ||
| By: | /s/ Gary C. Evans | |
|
| Name: | Gary C. Evans |
|
| Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.
Signature |
| Title |
|
|
|
/s/ Gary C. Evans |
| Chief Executive Officer |
Gary C. Evans |
| (Principal Executive Officer) |
|
|
|
/s/Joseph C. Daches |
| Senior Vice President and Treasurer |
Joseph C. Daches |
| (Principal Financial and Accounting Officer) |
|
|
|
Triad Hunter, LLC |
| Sole Managing Member |
By: | /s/ Gary C. Evans |
| |
| Name: | Gary C. Evans | |
| Title: | Chief Executive Officer | |
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.
| MAGNUM HUNTER MARKETING, LLC | ||
|
| ||
| By: | /s/ Gary C. Evans | |
|
| Name: | Gary C. Evans |
|
| Title: | Chief Executive Officer and President |
Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.
Signature |
| Title |
|
|
|
/s/ Gary C. Evans |
| Chief Executive Officer and President |
Gary C. Evans |
| (Principal Executive Officer) |
|
|
|
|
|
|
/s/Joseph C. Daches |
| Senior Vice President and Treasurer |
Joseph C. Daches |
| (Principal Financial and Accounting Officer) |
|
|
|
Magnum Hunter Resources Corporation |
| Sole Managing Member |
By: | /s/ Gary C. Evans |
| |
| Name: | Gary C. Evans | |
| Title: | Chairman and Chief Executive Officer | |
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.
| MAGNUM HUNTER PRODUCTION, INC. | ||
|
|
| |
| By: | /s/ Gary C. Evans | |
|
| Name: | Gary C. Evans |
|
| Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.
Signature |
| Title |
|
|
|
/s/ Gary C. Evans |
| Chief Executive Officer and Director |
Gary C. Evans |
| (Principal Executive Officer) |
|
|
|
/s/Joseph C. Daches |
| Senior Vice President and Treasurer and Director |
Joseph C. Daches |
| (Principal Financial and Accounting Officer) |
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.
| MAGNUM HUNTER RESOURCES GP, LLC | ||
| By: Magnum Hunter Resources Corporation, its sole manager | ||
|
|
| |
| By: | /s/ Gary C. Evans | |
|
| Name: | Gary C. Evans |
|
| Title: | Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.
Signature |
| Title | ||
|
|
| ||
/s/ Gary C. Evans |
| Chief Executive Officer and President | ||
Gary C. Evans |
| (Principal Executive Officer) | ||
|
|
| ||
/s/Joseph C. Daches |
| Senior Vice President and Treasurer | ||
Joseph C. Daches |
| (Principal Financial and Accounting Officer) | ||
|
|
| ||
Magnum Hunter Resources Corporation |
| Sole Manager | ||
|
|
| ||
By: | /s/ Gary C. Evans |
|
| |
| Name: | Gary C. Evans |
|
|
| Title: | Chairman and Chief Executive Officer |
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.
| MAGNUM HUNTER RESOURCES, LP | ||
| By: Magnum Hunter Resources GP, LLC, its general partner | ||
|
| ||
| By: Magnum Hunter Resources Corporation, its sole manager | ||
|
|
| |
| By: | /s/ Gary C. Evans | |
|
| Name: | Gary C. Evans |
|
| Title: | Chairman and Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.
Signature |
| Title | ||
|
|
| ||
Magnum Hunter Resources GP, LLC |
| General Partner | ||
|
|
| ||
By: Magnum Hunter Resources Corporation, its sole manager |
|
| ||
|
|
| ||
By: | /s/ Gary C. Evans |
|
| |
| Name: | Gary C. Evans |
|
|
| Title: | Chairman and Chief Executive Officer |
|
|
|
|
|
|
|
Magnum Hunter Resources Corporation |
| Limited Partner | ||
|
|
| ||
By: | /s/ Gary C. Evans |
|
| |
| Name: | Gary C. Evans |
|
|
| Title: | Chairman and Chief Executive Officer |
|
|
|
|
|
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.
| NGAS GATHERING, LLC | ||
|
| ||
|
|
| |
| By: | /s/ Gary C. Evans | |
|
| Name: | Gary C. Evans |
|
| Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.
Signature |
| Title | ||
|
|
| ||
/s/ Gary C. Evans |
| Chief Executive Officer and President | ||
Gary C. Evans |
| (Principal Executive Officer) | ||
|
|
| ||
/s/Joseph C. Daches |
| Senior Vice President and Treasurer | ||
Joseph C. Daches |
| (Principal Financial and Accounting Officer) | ||
|
|
| ||
Magnum Hunter Resources Corporation |
| Sole Managing Member | ||
|
|
| ||
By: | /s/ Gary C. Evans |
|
| |
| Name: | Gary C. Evans |
|
|
| Title: | Chairman and Chief Executive Officer |
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.
| NGAS HUNTER, LLC | ||
|
| ||
|
|
| |
| By: | /s/ Gary C. Evans | |
|
| Name: | Gary C. Evans |
|
| Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.
Signature |
| Title | ||
|
|
| ||
/s/ Gary C. Evans |
| Chief Executive Officer | ||
Gary C. Evans |
| (Principal Executive Officer) | ||
|
|
| ||
/s/Joseph C. Daches |
| Senior Vice President and Treasurer | ||
Joseph C. Daches |
| (Principal Financial and Accounting Officer) | ||
|
|
| ||
Magnum Hunter Resources Corporation |
| Sole Managing Member | ||
|
|
| ||
By: | /s/ Gary C. Evans |
|
| |
| Name: | Gary C. Evans |
|
|
| Title: | Chairman and Chief Executive Officer |
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.
| SHALE HUNTER, LLC | ||
|
| ||
|
| ||
| By: | /s/ Gary C. Evans | |
|
| Name: | Gary C. Evans |
|
| Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.
Signature |
| Title |
|
|
|
|
|
|
/s/ Gary C. Evans |
| Chief Executive Officer |
Gary C. Evans |
| (Principal Executive Officer) |
|
|
|
/s/Joseph C. Daches |
| Senior Vice President and Treasurer |
Joseph C. Daches |
| (Principal Financial and Accounting Officer) |
Magnum Hunter Resources Corporation |
| Sole Managing Member | ||
|
|
| ||
By: | /s/ Gary C. Evans |
|
| |
| Name: | Gary C. Evans |
|
|
| Title: | Chairman and Chief Executive Officer |
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.
| TRIAD HUNTER, LLC | ||
|
| ||
|
| ||
| By: | /s/ Gary C. Evans | |
|
| Name: | Gary C. Evans |
|
| Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.
Signature |
| Title | ||
|
|
| ||
|
|
| ||
/s/ Gary C. Evans |
| Chief Executive Officer | ||
Gary C. Evans |
| (Principal Executive Officer) | ||
|
|
| ||
/s/Joseph C. Daches |
| Senior Vice President and Treasurer | ||
Joseph C. Daches |
| (Principal Financial and Accounting Officer) | ||
|
|
| ||
Magnum Hunter Resources Corporation |
| Sole Managing Member | ||
|
|
| ||
By: | /s/ Gary C. Evans |
|
| |
| Name: | Gary C. Evans |
|
|
| Title: | Chairman and Chief Executive Officer |
|
|
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.
| VIKING INTERNATIONAL RESOURCES CO., INC. | ||
|
| ||
| By: | /s/ Gary C. Evans | |
|
| Name: | Gary C. Evans |
|
| Title: | Chief Executive Officer and Director |
Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.
Signature |
| Title |
|
|
|
|
|
|
/s/ Gary C. Evans |
| Chief Executive Officer and Director |
Gary C. Evans |
| (Principal Executive Officer) |
|
|
|
/s/Joseph C. Daches |
| Senior Vice President and Treasurer and Director |
Joseph C. Daches |
| (Principal Financial and Accounting Officer) |
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.
| WILLISTON HUNTER ND, LLC | ||
|
| ||
|
| ||
| By: | /s/ Gary C. Evans | |
|
| Name: | Gary C. Evans |
|
| Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.
Signature |
| Title |
|
|
|
/s/ Gary C. Evans |
| Chief Executive Officer |
Gary C. Evans |
| (Principal Executive Officer) |
|
|
|
/s/Joseph C. Daches |
| Senior Vice President and Treasurer |
Joseph C. Daches |
| (Principal Financial and Accounting Officer) |
Magnum Hunter Resources Corporation |
| Sole Managing Member | ||
|
| |||
By: | /s/ Gary C. Evans |
|
| |
| Name: | Gary C. Evans |
|
|
| Title: | Chairman and Chief Executive Officer |
|
|