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MHR > SEC Filings for MHR > Form 8-K on 14-Jan-2013All Recent SEC Filings

Show all filings for MAGNUM HUNTER RESOURCES CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for MAGNUM HUNTER RESOURCES CORP


14-Jan-2013

Other Events, Financial Statements and Exhibits


Item 8.01. Other Events.

Magnum Hunter Resources Corporation (the "Company") previously issued $600,000,000 aggregate principal amount of its 9.750% Senior Notes due 2020, consisting of (i) $450,000,000 aggregate principal amount of 9.750% Senior Notes due 2020 issued on May 16, 2012 (the "Original Notes"), and (ii) $150,000,000 aggregate principal amount of 9.750% Senior Notes due 2020 issued on December 18, 2012, as additional notes under the indenture governing the Original Notes (together with the Original Notes, the "Notes"). The Notes are jointly and severally guaranteed (the "Guarantees") on a senior unsecured basis by certain of the Company's existing and future direct or indirect domestic subsidiaries (the "Guarantors"). In connection with the issuances of the Notes, the Company and the Guarantors agreed to use their commercially reasonable efforts to cause to be filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 (the "Registration Statement") with respect to an offer to exchange the Notes and the Guarantees for registered senior notes and guarantees identical in all material respects to the Notes and the Guarantees (subject to limited exceptions).

In connection with the Registration Statement, the Company is supplementing the "Part I, Item 1. Financial Statements (Unaudited)" section, attached hereto as Exhibit 99.1 and incorporated by reference herein, that was originally included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 and subsequently amended by the Company's Amended Quarterly Report on Form 10-Q/A filed with the SEC on November 16, 2012 (as amended, the "Third Quarter 10-Q"). Pursuant to Rule 3-10 of Regulation S-X, the supplemental financial information (provided in footnote 16 in Exhibit 99.1) consists of condensed consolidating financial information of the Company, the Guarantors and the Company's non-guarantor subsidiaries as of September 30, 2012 and for the nine months and three months ended September 30, 2012 and 2011 (the "10-Q Supplemental Financial Information").

For clarification purposes, the Guarantors are an overlapping, but not identical, group of the Company's subsidiaries from those subsidiaries that might guarantee any debt securities issued under the Company's universal shelf registration statement on Form S-3 (the "Shelf Guarantors"). Separate condensed consolidating financial information with respect to the Shelf Guarantors was previously provided in footnote 16 of the Third Quarter 10-Q (reproduced in footnote 16 of Exhibit 99.1).

The Company is filing this Current Report on Form 8-K for the purpose of incorporating its contents and the exhibits hereto into the Registration Statement, which the Company intends to file on or about the date hereof. Other than the inclusion of the 10-Q Supplemental Financial Information, the financial statements attached as Exhibit 99.1 are identical to the financial statements previously appearing in Part I, Item 1 of the Third Quarter 10-Q. There have been no changes to the Company's previously reported net loss, financial condition or cash flows.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                Description

   99.1        Financial Statements (Unaudited) (superseding Part I, Item 1 of the
               Company's Quarterly Report on Form 10-Q for the quarter ended
               September 30, 2012).


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