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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 29, 2016 (March 30, 2016)
GASTAR EXPLORATION INC.
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE |
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001-35211 |
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38-3531640 |
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(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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of incorporation) |
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Identification No.) |
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1331 LAMAR STREET, SUITE 650 |
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HOUSTON, TEXAS 77010 |
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(Address of principal executive offices) |
(713) 739-1800
(Registrant's telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01 Entry into a Material Definitive Agreement.
As previously announced, on February 19, 2016, Gastar Exploration Inc. (the “Company”), entered into a purchase and sale agreement (the “Sale Agreement”) with an affiliate of Tug Hill Inc. to sell substantially all of its producing assets and proved reserves as well as a significant portion of its undeveloped acreage in the Appalachian Basin for $80.0 million, subject to certain adjustments and customary closing conditions, including certain lessor consents to assign (the “Appalachian Basin Sale”). On March 29, 2016, the parties to the Sale Agreement entered into the amendment of purchase and sale agreement (the “Amendment”) in order to extend the closing date to April 8, 2016.
The description of the Amendment set forth in this Item 1.01 is not complete and is qualified in its entirety by reference to the full text of the Amendment, which is included as Exhibit 2.1 to this Form 8-K and is incorporated herein by reference.
SECTION 7 - REGULATION FD
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Item 7.01 |
Regulation FD Disclosure. |
On March 30, 2016, the Company issued a press release announcing that the closing of the previously announced Appalachian Basin Sale has been extended to April 8, 2016. A copy of the Company’s press release, dated March 30, 2016, is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information presented herein under Item 7.01 and set forth in the attached press release included as Exhibit 99.1 to this report is deemed to be “furnished” solely pursuant to Item 7.01 of this report and 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 such information or the Exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following is a list of exhibits filed or furnished as part of this Form 8-K:
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Exhibit No. |
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Description of Document |
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2.1 |
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Amendment to Purchase and Sale Agreement, dated March 29, 2016, by and between Gastar Exploration Inc. and TH Exploration II, LLC. |
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99.1 |
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Press release dated March 30, 2016. |
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.
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Date: March 30, 2016 |
GASTAR EXPLORATION INC. |
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By: |
/s/ J. Russell Porter |
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J. Russell Porter |
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President and Chief Executive Officer |
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Exhibit No. |
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Description of Document |
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2.1 |
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Amendment to Purchase and Sale Agreement, dated March 29, 2016, by and between Gastar Exploration Inc. and TH Exploration II, LLC. |
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99.1 |
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Press release dated March 30, 2016. |