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Automatic shelf registration statement of securities of well-known seasoned issuers

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As filed with the Securities and Exchange Commission on September 18, 2015

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Ultra Petroleum Corp.

(Exact name of Registrant as specified in its charter)

400 North Sam Houston Parkway East, Suite 1200

Houston, Texas 77060

(281) 876-0120

(Address, including zip code, and telephone number, including area code, of Registrants principal executive offices)

Garland R. Shaw

Senior Vice President and Chief Financial Officer

400 North Sam Houston Parkway East, Suite 1200

Houston, Texas 77060

(281) 876-0120

(Name, address including zip code, and telephone number, including area code, of agent for service)

Copy to:

William B. Nelson

Haynes and Boone, LLP

1221 McKinney Street, Suite 2100

Houston, Texas 77010

(713) 547-2084

Approximate date of commencement of proposed sale to the public: From time to time after the Registration Statement becomes effective.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check this box: ¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check this box: x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check this box: x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check this box: ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act:

CALCULATION OF REGISTRATION FEE

PROSPECTUS

Ultra Petroleum Corp.

6.125% Senior Notes due 2024

We issued $850,000,000 in aggregate principal amount of 6.125% Senior Notes due 2024 in a private placement on September 18, 2014. This prospectus will be used by the selling noteholders to resell their notes. We will not receive any of the proceeds from the sale of the notes.

The selling noteholders may sell their notes either directly or through underwriters, broker-dealers or agents and in one or more transactions at fixed prices, prevailing market prices at the time of sale, varying prices determined at the time of sale or negotiated prices. If the notes are sold through underwriters, broker-dealers or agents, the selling noteholders will be responsible for underwriting discounts or commissions or broker-dealers or agents commissions. The selling noteholders and any underwriters, broker-dealers or agents that participate in the sale of the notes may be underwriters within the meaning of the Securities Act of 1933, as amended, referred to as the Securities Act in this prospectus, and any discounts, commissions, concessions or profits they earn on any resale of the securities may be underwriting discounts or commissions under the Securities Act.

We pay interest on the notes on April 1 and October 1 of each year. The notes will mature on October 1, 2024. The notes are our general unsecured obligations. The notes rank: equal in right of payment with all our existing and future liabilities that are not subordinated; senior in right of payment to all future indebtedness that is expressly subordinated in right of payment to the notes; effectively subordinated to any secured indebtedness that we may incur in the future to the extent of the value of the collateral securing such indebtedness; and structurally subordinated to the existing and future indebtedness of our subsidiaries, including indebtedness under our subsidiaries revolving credit facility and existing senior notes.

We do not intend to list the notes for trading on any national securities exchange or for quotation through any automated dealer quotation system.

An investment in these securities involves risks. You should consider the Risk Factors described in this prospectus, any accompanying prospectus supplement, any prospectus contained in a post-effective amendment and in the documents we incorporate by reference in this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy of this prospectus or whether it is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is September 18, 2015.

This prospectus is part of a registration statement we filed with the Securities and Exchange Commission, or the SEC. In making your investment decision, you should rely only on the information contained or incorporated by reference in this prospectus and in the accompanying letter of transmittal. We have not authorized anyone to provide you with any other information. If you receive any unauthorized information, you must not rely on it. We are not making an offer to sell these securities or soliciting an offer to buy these securities in any jurisdiction where an offer or solicitation is not authorized or in which the person making that offer or solicitation is not qualified to do so or to anyone whom it is unlawful to make an offer or solicitation. You should not assume that the information contained in this prospectus or in the documents incorporated by reference herein, is accurate as of any date other than the date on the front cover of this prospectus or the date of such incorporated documents, as the case may be.

TABLE OF CONTENTS

This prospectus incorporates important business and financial information about us that is not included or delivered with this prospectus. Such information is available without charge to holders of old notes upon written or oral request made to Ultra Petroleum Corp., 400 North Sam Houston Parkway East, Suite 1200, Houston, Texas 77060, (281) 876-0120.

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ABOUT THIS PROSPECTUS

As used in this prospectus, unless otherwise required by the context, the terms we, us, our, Ultra and the Company refer to Ultra Petroleum Corp. and its consolidated subsidiaries. All references to dollars and $ shall mean United States dollars, unless otherwise indicated.

This prospectus is part of a registration statement on Form S-3 under the Securities Act that we filed with the SEC, using a shelf registration process. Under this shelf process, the selling noteholders named in this prospectus or in any prospectus supplement to this prospectus may offer and sell, from time to time, up to $850,000,000 principal amount of the notes described in this prospectus in one or more offerings. This prospectus provides you with a general description of the notes that may be offered by the selling noteholders. Each time a selling noteholder sells notes, such selling noteholder is required to provide you with this prospectus, and, in certain cases, a prospectus supplement. This prospectus may be supplemented from time to time to add, update or change information contained in this prospectus. Any statement that we make in this prospectus will be modified or superseded by any inconsistent statement made by us in a prospectus supplement. If there is any inconsistency between the information in this prospectus and any prospectus supplement, you should rely on the information in that prospectus supplement. You should read both this prospectus and any prospectus supplement together with additional information described under the headings Information Incorporated by Reference before you make an investment decision.

You should only rely on the information provided in this prospectus and any applicable prospectus supplement, including the information incorporated by reference. Neither we nor the selling noteholders have authorized anyone to provide you with additional information or different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. You should assume that the information contained in this prospectus or in any prospectus supplement, as well as information contained in a document that we have previously filed or in the future will file with the SEC and incorporate by reference in this prospectus or any prospectus supplement, is accurate only as of the date of this prospectus, the applicable prospectus supplement or the document containing that information, as the case may be. Our financial condition, results of operations, cash flows or business may have changed since that date.

Moreover, this prospectus does not contain all of the information set forth in the registration statement and the exhibits thereto. You may refer to the registration statement and the exhibits thereto for more information. Statements made in this prospectus regarding the contents of any contract or document filed as an exhibit to the registration statement are not necessarily complete and, in each instance, reference is hereby made to the copy of such contract or document so filed. Each such statement is qualified in its entirety by such reference.

FORWARD-LOOKING STATEMENTS

The information in this prospectus includes or incorporates by reference forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Except for statements of historical facts, all statements included or incorporated by reference in this prospectus, including those statements preceded by, followed by or that otherwise include the words believe, expects, anticipates, intends, estimates, projects, target, goal, plans, objective, should, or similar expressions or variations on such expressions are forward-looking statements. We can give no assurances that the assumptions upon which such forward-looking statements are based will prove to be correct.

Forward-looking statements include statements regarding:

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Some of the risks which could affect our future results and could cause results to differ materially from those expressed in our forward-looking statements include:

The information contained or incorporated by reference in this prospectus, including the information set forth under the heading Risk Factors, identifies additional factors that could affect our operating results and performance and your investment in us. We urge you to carefully consider these factors and the other cautionary statements included or incorporated by reference in this prospectus. Our forward-looking statements speak only as of the date made, and we have no obligation to update these forward-looking statements.

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PROSPECTUS SUMMARY

This summary highlights information included or incorporated by reference in this prospectus. Because this is a summary, it may not contain all of the information that may be important to you and to your investment decision. The following summary is qualified in its entirety by the more detailed information and financial statements and notes thereto incorporated by reference in this prospectus. You should read this prospectus and the information incorporated by reference in this prospectus carefully and should consider, among other things, the matters set forth in Risk Factors beginning on page 4 of this prospectus and the risk factors described under the heading Risk Factors included in our Annual Report on Form 10-K for the year ended December 31, 2014, before deciding to invest in the notes.

In this prospectus, unless indicated otherwise, references to the Company, our company, we, our and us refer to Ultra Petroleum Corp. and its subsidiaries. However, with respect to the cover page and in the sections entitled Prospectus Summary, Description of Notes, and Plan of Distribution, references to the Company, our company, we, our, and us refer to Ultra Petroleum Corp. and not to our subsidiaries. The estimates of our proved reserves as of December 31, 2014 incorporated by reference in this prospectus are based on a reserve report prepared by Netherland, Sewell & Associates, Inc., independent petroleum engineers. All references herein to dollars or $ are to United States dollars.

Our Business

We are an independent oil and natural gas company with operations in the Green River Basin of Wyoming, the Uinta Basin in northeast Utah and the Appalachian Basin in north-central Pennsylvania. We are focused on creating value by developing our multi-year inventory of low-risk, repeatable drilling opportunities. We apply our technical expertise and economies of scale to increase production and reserves with an emphasis on controlling costs, high-return investment opportunities, disciplined capital investment and financial flexibility. Our goal is to deliver profitable growth and consistent sustainable financial performance.

Our management team has a proven track record of implementing drilling-based growth strategies in some of the most prominent resource plays across the United States, including in the Pinedale Field and Marcellus Shale. The majority of our management team has worked closely together over many years and has substantial experience, averaging 30 years in the oil and gas industry.

General Corporate Information

We were originally incorporated on November 14, 1979, under the laws of the Province of British Columbia, Canada. We remain a Canadian company, but since March 2000, have been governed by the laws of Yukon, Canada. Our principal offices are at 400 North Sam Houston Parkway East, Suite 1200, Houston Texas 77060. Our phone number is (281) 876-0120 and our website address is www.ultrapetroleum.com. Information on the website is not part of this prospectus.

The Notes

The following summary contains basic information about the notes and is not intended to be complete. It does not contain all the information that may be important to you. For a more complete understanding of the notes, please refer to the section of this prospectus entitled Description of Notes.

RISK FACTORS

Each of the risks described below should be carefully considered, together with the risk factors incorporated by reference herein from our Annual Report on Form 10-K for the year ended December 31, 2014, and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and June 30, 2015, which are incorporated by reference in this prospectus, and, to the extent applicable, any subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K and all of the information contained in this prospectus, before making an investment decision with respect to the notes. If any of the following risks develop into actual events, our business, financial condition or results of operations could be materially and adversely affected, and you may lose all or part of your investment.

Risks Related to the Notes

The notes are unsecured and structurally subordinated to the indebtedness and obligations of our subsidiaries.

Our subsidiaries will not guarantee the notes except in the circumstances specified under Description of NotesCertain CovenantsFuture Subsidiary Guarantors. Therefore, the notes will be structurally subordinated to all existing and future liabilities and obligations of our subsidiaries, including indebtedness under our subsidiaries revolving credit facility and outstanding senior notes. The creditors of those subsidiaries will have the right to be paid before payment on the notes from any cash or other assets received or held by those subsidiaries. In the event of any bankruptcy, dissolution, liquidation or reorganization of one of those subsidiaries, following payment by the subsidiary of its liabilities, the subsidiary may not have sufficient assets to make payments to us in its capacity as an equity holder of such subsidiary in an amount sufficient to repay the notes.

We have a holding company structure in which our subsidiaries conduct our operations and own our operating assets, which may affect our ability to make payments on the notes.

We have a holding company structure, and our subsidiaries conduct substantially all of our operations and own all of our operating assets. We have no significant assets other than the ownership interests in these subsidiaries. As a result, our ability to make required payments on the notes depends on the performance of our subsidiaries and their ability to distribute funds to us. The ability of our subsidiaries to make distributions to us may be restricted by, among other things, applicable state corporate, partnership and limited liability company laws and other laws and regulations. In addition, our subsidiaries have substantial indebtedness and under the terms of the indenture governing the notes, may incur substantial additional indebtedness. Such indebtedness may inhibit their operating results, cash flow, financial condition and their ability to make distributions to us could suffer. An inability by our subsidiaries to make distributions to us would materially and adversely affect our ability to pay interest on, and the principal of, the notes because we expect distributions we receive from our subsidiaries to represent all of the cash we use to pay interest on, and the principal of, the notes. If we are unable to obtain the funds necessary to pay the principal amount at maturity of the notes, we may be required to adopt one or more alternatives, such as a refinancing of the notes. We cannot assure you that we would be able to refinance the notes.

We may not be able to generate sufficient cash flows to meet our debt obligations.

Our earnings and cash flows may vary significantly from year to year due to the cyclical nature of the oil and natural gas industry. As a result, the amount of debt that we can manage in some periods may not be appropriate for us in other periods. In addition, our future cash flows may be insufficient to meet our debt obligations and commitments, including the notes. Any insufficiency could negatively impact our business. A range of economic, competitive, business and industry factors will affect our future financial performance, and, as a result, our ability to generate cash flows from operations and to pay our debt, including the notes. Many of these factors, such as oil and natural gas prices, economic and financial conditions in our industry and the global

economy or competitive initiatives of our competitors, are beyond our control. If we do not generate sufficient cash flows from operations to satisfy our debt obligations, we may have to undertake alternative financing plans, such as:

However, any alternative financing plans that we undertake, if necessary, may not allow us to meet our debt obligations. Our inability to generate sufficient cash flows to satisfy our debt obligations, including our obligations under the notes, or to obtain alternative financing, could materially and adversely affect our business, financial condition, results of operations and prospects.

We and our subsidiaries may be able to incur substantially more indebtedness. This could increase the risks associated with the notes.

Subject to the restrictions in the indenture governing the notes and in other instruments governing our other outstanding indebtedness (including the revolving credit facility and our subsidiaries senior notes), we may incur substantial additional indebtedness (including secured indebtedness) in the future. Although the indenture governing the notes contain restrictions on our incurrence of additional indebtedness, these restrictions are subject to waiver and a number of significant qualifications and exceptions, and indebtedness incurred in compliance with these restrictions could be substantial.

The indenture for the notes contains restrictive covenants that may limit our ability to respond to changes in market conditions or pursue business opportunities.

The indenture for the notes contains restrictive covenants that limit our ability to...


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