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): April 1, 2013
GASTAR EXPLORATION LTD.
GASTAR EXPLORATION USA, INC.
(Exact Name of Registrant as Specified in its Charter)
| Alberta, Canada | 98-0570897 | |
| Delaware | 38-3531640 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 1331 Lamar Street, Suite 650 | ||
| Houston, Texas | 77010 | |
| (Address of principal executive offices) | (ZIP Code) | |
(713) 739-1800
(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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 7 – REGULATION FD
Item 7.01 Regulation FD Disclosure
On April 1, 2013, Gastar Exploration Ltd. (the “Company”) announced that it has entered into definitive agreements to (i) acquire proved reserves and undeveloped leasehold interests in Kingfisher and Canadian counties, Oklahoma from Chesapeake Energy Corporation, (ii) repurchase approximately 6.8 million common shares of the Company owned by Chesapeake (approximately 9.9% of the Company’s total outstanding common shares) and (iii) settle all litigation, for a total of $85 million. The Company also announced that its management team will hold a conference call with an accompanying slide presentation to review the transaction on Monday, April 1 at 10:30 a.m. Eastern Time. The slide presentation can be viewed and downloaded by going to the Investor Relations section of the Company’s website at www.gastar.com. A copy of the Company’s press release, dated April 1, 2013, is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K 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 Exhibit 99.1 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 furnished as part of this Form 8-K:
| Exhibit No. |
Description of Document | |
| 99.1 | Press release dated April 1, 2013. | |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 1, 2013 | GASTAR EXPLORATION LTD. | |||||
| By: | /s/ J. Russell Porter | |||||
| J. Russell Porter | ||||||
| President and Chief Executive Officer | ||||||
| GASTAR EXPLORATION USA, INC. | ||||||
| By: | /s/ J. Russell Porter | |||||
| J. Russell Porter | ||||||
| President | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description of Document | |
| 99.1 | Press release dated April 1, 2013. | |