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:
April 30, 2007
(Date of earliest event reported)
ULTRA PETROLEUM CORP.
(Exact name of registrant as specified in its charter)
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Yukon Territory, Canada
(State or other jurisdiction of
incorporation or organization)
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0-29370
(Commission File Number)
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N/A
(I.R.S. Employer
Identification Number) |
363 N. Sam Houston Parkway East
Suite 1200
Houston, Texas 77060
(Address of principal executive offices, including zip code)
(281) 876-0120
(Registrant’s telephone number, including area code)
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):
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))
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Section 1 — Registrant’s Business and Operations
Item 1.01. Entry into a Material Definitive Agreement
The information in Item 2.03 below is incorporated herein by reference.
Section 2 — Results of Operations and Financial Condition
Item 2.02 Results of Operations and Financial Condition
On May 1, 2007, Ultra Petroleum Corp. issued a press release to report its financial results
for the first quarter ended March 31, 2007. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 of Current Report on Form 8-K, including Exhibit No. 99.1
hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to liability of that section. The information in this
Current Report shall not be incorporated by reference into any filing or other document pursuant
to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific
reference in such filing or document.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
As of April 30, 2007, the Company (through its subsidiary) entered into a new revolving credit
facility with a syndicate of banks led by JP Morgan Chase Bank, N.A. which matures in April 2012.
This new agreement provides an initial loan commitment of $500.0 million and may be increased to a
maximum aggregate amount of $750.0 million at the request of the Company. Each bank has the right,
but not the obligation, to increase the amount of its commitment as requested by the Company. In
the event the existing banks increase their commitment to an amount less than the requested
commitment amount, then it would be necessary to add new financial institutions to the credit
facility.
Loans under the new credit facility are unsecured and bear interest, at our option, based on (A) a
rate per annum equal to the higher of the prime rate or the weighted average fed funds rate on
overnight transactions during the preceding business day plus 50 basis points, or (B) a base
Eurodollar rate, substantially equal to the LIBOR rate, plus a margin based on a grid of our
consolidated leverage ratio (0.875 basis points per annum as of April 30, 2007).
At April 30, 2007, we had $210.0 million in outstanding borrowings under our new credit facility
and $290.0 million of available borrowing capacity under our new facility.
The new facility has restrictive covenants that include the maintenance of a ratio of consolidated
funded debt to EBITDAX not to exceed 31/2 times; and as long as our debt rating is below investment
grade, the maintenance of an annual ratio of the net present value of our oil and gas properties to
total funded debt of at least 1.75 to 1.00. At April 30, 2007, we were in compliance with all of
our debt covenants.
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