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MHR > SEC Filings for MHR > Form 8-K on 24-Apr-2014All Recent SEC Filings




Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement
On April 21, 2014, Magnum Hunter Resources Corporation ("Magnum Hunter") entered into a Share Purchase Agreement (the "Share Purchase Agreement") with Steppe Resources Inc., an Alberta corporation ("Purchaser"). Pursuant to the Share Purchase Agreement, Magnum Hunter agreed to sell, and Purchaser agreed to purchase, all of Magnum Hunter's ownership interests (the "Ownership Interests") in its wholly owned Canadian subsidiary, Williston Hunter Canada, Inc., an Alberta corporation (the "Company"). The assets of the Company consist primarily of oil and gas properties located in the Tableland Field in Saskatchewan, Canada and include approximately 52,520 gross (49,470 net) leasehold acres and 84 gross wells producing approximately 630 Boe per day of current net production. Under the Share Purchase Agreement, the purchase price for the Ownership Interests is CAD $75 million (approximately U.S. $68 million at the exchange rate as of the close of business on April 23, 2014) payable in cash (the "Purchase Price"). The Purchase Price is subject to customary adjustments as described in the Share Purchase Agreement. The effective date of the transaction is March 1, 2014. The Share Purchase Agreement contains customary representations, warranties, covenants and indemnities by the parties thereto, and the closing of the transaction contemplated by the Share Purchase Agreement is subject to the satisfaction of certain customary closing conditions as described therein, including satisfaction of any applicable requirements under the Competition Act (Canada).
The sale and purchase of the Ownership Interests pursuant to the Share Purchase Agreement is expected to close on or about May 12, 2014. Pursuant to the Share Purchase Agreement, Purchaser deposited a CAD $3,750,000 performance deposit with an escrow agent, which deposit will be applied to the Purchase Price at closing or released to Magnum Hunter or Purchaser, as the case may be, if closing fails to occur and either Magnum Hunter or Purchaser terminates the Share Purchase Agreement in accordance with the terms thereof. Item 7.01 Regulation FD Disclosure.
On April 22, 2014, Magnum Hunter issued a press release announcing that it had entered into a Share Purchase Agreement with Purchaser. A copy of the press release is furnished as part of this Current Report on Form 8-K as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing of Magnum Hunter under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(d)  Exhibits
     Number           Description
                      Share Purchase Agreement, dated April 21, 2014, between
                      Magnum Hunter Resources Corporation and Steppe Resources
                      Inc. (to be filed as an exhibit to Magnum Hunter's Form 10-Q
                      for the quarter ended March 31, 2014).

                      Press release of Magnum Hunter Resources Corporation, dated
99.1                  April 22, 2014.

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