SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 13, 2012
MAGNUM HUNTER RESOURCES CORPORATION
(Exact Name of Registrant as Specified in its Charter)
777 Post Oak Boulevard, Suite 650
Houston, Texas 77056
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code)
(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 obligations of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
On December 13, 2012, Magnum Hunter Resources Corporation (the Company) issued a press release announcing that it intends to offer up to $150,000,000 in aggregate principal amount of its 9.750% Senior Notes due in 2020 (the Senior Notes) in a private placement to eligible purchasers (the New Notes Offering). A copy of press release announcing the New Notes Offering is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Also on December 13, 2012, the Company issued a press release announcing that it had priced the Senior Notes to be issued in the New Notes Offering. A copy of the press release announcing the pricing of the Senior Notes is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
The information furnished in this Item 7.01, including Exhibits 99.1 and 99.2, shall not be deemed to be 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, unless the Company specifically states that the information is to be considered filed under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.
Item 8.01. Other Events
On December 13, 2012, the Company announced its intention to offer up to $150,000,000 in aggregate principal amount of its Senior Notes in the New Notes Offering. The New Notes Offering is expected to close on or about December 18, 2012. The net proceeds of the New Notes Offering will be used to repay indebtedness under the Companys senior revolving credit facility. The New Notes Offering will be an add-on offering to the Companys May 16, 2012 issuance of $450,000,000 aggregate principal amount of its Senior Notes in a private placement to eligible purchasers (the Original Notes Offering). The net proceeds of the Original Notes Offering, together with the net proceeds from the Companys May 16, 2012 underwritten public offering of 35,000,000 shares of common stock, were used, among other purposes, to repay $337 million of outstanding debt under the Companys senior revolving credit facility and to retire its $100 million term note.
Item 9.01. Financial Statements and Exhibits.
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.