UPL Ultra Petroleum
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): April 28, 2020
ULTRA PETROLEUM CORP.
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction
116 Inverness Drive East, Suite 400
|(Address of principal executive offices)||(Zip code)|
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule14a-12 under the Exchange Act (17CFR240.14a-12)
Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: None.
Name of exchange on which registered
|Common Shares, without par value||UPLC||OTCQX|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Reference is made to the Annual Report on Form10-K for the year ended December 31, 2019, filed by Ultra Petroleum Corp. (the “Company”) on April 15, 2020 (the “Annual Report”).
The Company is relying on the order issued by the U.S. Securities and Exchange Commission (the “SEC”) on March 25, 2020 in SEC ReleaseNo. 34-88465 pursuant to the SEC’s authority under Section 36 of the Securities Exchange Act of 1934 (the “Exchange Act”) granting exemptions from certain provisions of the Exchange Act and the rules thereunder related to the reporting requirements for certain public companies, subject to certain conditions (such order, the “Order”), to delay the filing of the information required by Part III ofForm 10-K (the“10-K Part III Information”) that is to be filed with the SEC as an amendment to the Annual Report on Form10-K/A (the “Amended Annual Report”). The Company expects to file the Amended Annual Report no later than June 15, 2020 (45 days after the original due date of the10-K Part III Information, or April 29, 2020).
The Company’s operations and business have experienced disruptions due to the unprecedented conditions surroundingCOVID-19 in the United States, resulting in the Company having to modify its business practices. Since early March, the Company has been following the recommendations of state and local health authorities to minimize the exposure risk for its employees, including restricting access to its physical offices. The Company’s management has had to devote significant time and attention to assessing the potential impact ofCOVID-19 and related events on its operations and financial position and developing operational and financial plans to address those matters, which has diverted management resources from completing tasks necessary to file the Amended Annual Report with the10-K Part III Information by the original due date of the10-K Part III Information.
The Company is experiencing delays in the preparation of its financial statements for the reasons described above and is availing itself of an extension to file the10-K Part III Information on Form10-K/A for the year ended December 31, 2019 originally due April 29, 2020 (which the Company currently expects to file on or prior to June 15, 2020), relying on the Order.
The Company is supplementing the risk factors previously disclosed in the Company’s Annual Report with the following risk factor:
We face business disruption and related risks resulting from the recent outbreak of the novel coronavirus 2019(“COVID-19”), which could have a material adverse effect on our business and results of operations.
In an effort to contain and mitigate the spread ofCOVID-19, many countries, including the United States and Canada, have imposed unprecedented restrictions on travel, and there have been business closures and a substantial reduction in economic activity in countries that have had significant outbreaks ofCOVID-19.
Our Management believes it is important to keep our facilities operating to continue production but we have implemented additional social distancing measures for field employees and employees in our Denver and Pinedale offices are currently operating under a “work from home” protocol, each of which could have an adverse effect on our business and operations.
Significant uncertainty remains as to the potential impact of theCOVID-19 pandemic on our operations, and on the global economy as a whole. Government-imposed restrictions on travel and other “social-distancing” measures such as restrictions on assembly of groups of persons, have the potential to disrupt supply chains for parts and sales channels for our products, and may result in labor or equipment shortages.
It is currently not possible to predict how long the pandemic will last or the time that it will take for economic activity to return to prior levels. We will continue to monitor theCOVID-19 situation closely, and we intend to follow health and safety guidelines as they evolve.
We expect the ultimate significance of the impact of these disruptions, including the extent of their adverse impact on our financial and operational results, will be dictated by the length of time that such disruptions continue, which will, in turn, depend on the currently unknowable duration of theCOVID-19 pandemic and the impact of governmental regulations that might be imposed in response. Our business could also be impacted should the disruptions fromCOVID-19 lead to changes in commercial behavior. TheCOVID-19 impact on the capital markets could impact our cost of borrowing. There are certain
limitations on our ability to mitigate the adverse financial impact of these items, including the fixed costs of our operations.COVID-19 also makes it more challenging for management to estimate future performance of our businesses, particularly over the near to medium term.
Cautionary Note Regarding Forward-Looking Statements
This Current Report onForm 8-K, including the exhibits hereto, include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Exchange Act. Any statement, including any opinions, forecasts, projections or other statements, other than statements of historical fact, are or may be forward-looking statements. Although the Company believes the expectations reflected in any forward-looking statements herein are reasonable, the Company can give no assurance that such expectations will prove to have been correct and actual results may differ materially from those projected or reflected in such statements. Certain risks and uncertainties inherent in the Company’s business as well as risks and uncertainties related to the Company’s operational and financial results are set forth in its filings with the SEC, particularly in the section entitled “Risk Factors” included in the Company’s Annual Report onForm 10-K for the most recent fiscal year, the Company’s most recent Quarterly Reports onForm 10-Q, and from time to time in other filings made by the Company with the SEC. Some of these risks and uncertainties include, but are not limited to, the Company’s ability to maintain adequate liquidity following the recent default under the terms of its Credit Agreement and Term Loan Agreement resulting from the going concern qualification to the Company’s audited, consolidated financial statements in its Annual Report onForm 10-K, to decrease its leverage or fixed costs, or to restructure its balance sheet in a manner that allows it to continue as a going concern over the long term. Some additional risks and uncertainties include, but are not limited to, increased competition, the extreme volatility and negative pressure that oil and natural gas commodity prices have experienced recently that is attributable to decreased demand resulting fromCOVID-19 and the actions of OPEC and other oil exporting nations, the timing and extent of changes in prices for oil and gas, particularly in the areas where the Company owns properties, conducts operations, and markets its production, as well as the timing and extent of the Company’s success in discovering, developing, producing and estimating oil and gas reserves, the Company’s ability to successfully monetize the properties it is marketing, weather and government regulation, and the availability of oil field services, personnel and equipment. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report onForm 8-K. All forward-looking statements in this Current Report onForm 8-K are qualified in their entirety by these cautionary statements. Except as required by law, the Company undertakes no obligation and does not intend to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise.
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.
April 28, 2020
|ULTRA PETROLEUM CORP.|
/s/ Kason D. Kerr
|Name:||Kason D. Kerr|
|Title:||Vice President, General Counsel and Corporate Secretary|