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UPL > SEC Filings for UPL > Form 8-K on 19-Aug-2014All Recent SEC Filings

Show all filings for ULTRA PETROLEUM CORP



Entry into a Material Definitive Agreement, Regulation FD Disclosure

Item 1.01 Entry into a Material Definitive Agreement

On August 13, 2014, Ultra Petroleum Corp. (the "Company") entered into a purchase and sale agreement (the "PSA") with SWEPI LP, an affiliate of Royal Dutch Shell, plc ("Shell"). Under the PSA, the Company will acquire all of Shell's Pinedale field properties in exchange for a portion of the Company's Marcellus Shale properties and cash consideration of $925.0 million. The Company paid $25.0 million to Shell as a performance deposit in connection with the transaction. The PSA contains representations and warranties, covenants, indemnification provisions, and closing adjustments that are typical for this type of transaction. The transaction has an effective date of April 1, 2014, and the Company expects it to close during the third quarter of 2014. This summary of the PSA does not purport to be complete and is qualified in its entirety by reference to the PSA, a copy of which is attached as Exhibit 1.1 and is incorporated into this Item 1.01 by reference.

Item 7.01 Regulation FD Disclosure

On August 14, 2014, the Company issued a news release announcing that the Company had entered into the PSA. A copy of the news release is attached as Exhibit 99.1and incorporated into this Item 7.01 by reference.

The information presented in this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing under the Securities Act or 1933, as amended, except as expressly set forth in such filing.

Item 9.01 Regulation FD Disclosure

A. Exhibits

Exhibit No. Description
1.1 Purchase and Sale Agreement dated August 13, 2014
99.1 News Release dated August 14, 2014

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