UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): June 2226, 2020

ULTRA PETROLEUM CORP.

(Exact Name of Registrant as Specified in its Charter)


Yukon, Canada	001-33614	N/A
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

116 Inverness Drive East, Suite 400 Englewood, Colorado		80112
(Address of principal executive offices)		(Zip code)

(303) 708-9740

(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:

☐	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 (17CFR 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))

Securities registered pursuant to Section 12(b) of the Act: None.

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 Rule 12b-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. ☐

Item 81.01 ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

As previously disclosed, on May 14, 2020, Ultra Petroleum Corp. (the “Company”) and certain of its subsidiaries (together with the Company, the “Debtors”) ~~filed~~commenced voluntary ~~petitions under~~ Chapter 11 proceedings and filed a prearranged plan of ~~Title~~reorganization (the “Plan”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”). The Chapter 11 cases are being jointly administered under the caption In re Ultra Petroleum Corp., et al., Case No. 20-32631. ~~(collectively,~~During the ~~“Chapter~~pendency 11of ~~Cases”).~~the ~~Documents~~bankruptcy ~~filed~~proceedings, on the ~~docket~~Company ofwill ~~and~~continue ~~other information related~~ to ~~the~~operate ~~Chapter~~its 11businesses ~~Cases~~as “debtors-in-possession” ~~are~~under ~~available~~the ~~free~~jurisdiction of ~~charge~~the ~~online~~Bankruptcy atCourt ~~https://cases.primeclerk.com/ultrapetroleum. Documents~~ and ~~other~~in ~~information~~accordance ~~available~~with onthe ~~such~~applicable ~~website~~provisions ~~are not part~~ of ~~this~~the ~~Current~~Bankruptcy ~~Report~~Code ~~on Form 8-K~~ and ~~shall~~orders ~~not~~of the beBankruptcy ~~deemed incorporated by reference in this Form 8-K~~Court.

~~On June 22,~~First ~~2020,~~Amendment the Debtors filed a motion (the “Motion”) with the Bankruptcy Court seeking authorization of the Bankruptcy Court for the entry into a purchase and sale agreement (the “PSA”), by and between Ultra Wyoming, LLC (“Ultra Wyoming”) and Pinedale Corridor, LP (“Pinedale”), pursuant to ~~which, among other things, Ultra Wyoming will agree to purchase certain facilities and pipelines located in Sublette County, Wyoming that gather liquids from wells operated by Ultra Resources, Inc. in~~ the ~~Pinedale~~Restructuring ~~Anticline~~Support ~~field,~~Agreement along with related personal property, rights-of-ways and easements (collectively, the “Gathering System”), for a purchase price of $18 million. The Bankruptcy Court is scheduled to hear the Motion on June 25, 2020. The PSA will be executed upon the Bankruptcy Court’s approval of the Motion and, assuming such approval is obtained, it is the intent of the Debtors and Pinedale to close the purchase of the Gathering System no later than June 30, 2020.

AOn ~~copy~~June 26, 2020, the Debtors entered into the First Amendment to the Restructuring Support Agreement (the “RSA Amendment”) with the requisite ofconsenting parties thereto (the ~~Motion~~“Consenting isStakeholders”) ~~filed~~to aspermit ~~Exhibit~~the ~~99.1~~Debtors to enter into and perform under ~~Item~~an ~~9.01~~agreement ofto ~~this~~purchase ~~report~~that ~~and~~certain isgathering ~~incorporated~~system ~~herein~~(the by“LGS ~~reference~~Gathering System”) as described under the Company’s lease agreement with Pinedale Corridor, LP (“Pinedale”) as described below.

~~The~~Purchase ~~foregoing~~Agreement description of the PSA does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the PSA, a copy of which is attached as Exhibit A to the Motion filed as Exhibit 99.1 hereto.

~~Cautionary~~As ~~Note~~previously ~~Regarding~~disclosed ~~Forward-Looking~~on ~~Statements~~June 22, 2020 and in connection with the Chapter 11 cases, the Debtors filed a motion for approval of the Purchase Agreement (as defined below) [Docket No. 301], and on June 26, 2020, the Bankruptcy Court approved such motion and entered an order approving the Purchase Agreement [Docket No. 333] (the “PSA Order”).

~~This~~In ~~Current~~accordance ~~Report~~with ~~on Form 8-K includes “forward-looking statements” within~~ the ~~meaning~~PSA ofOrder, ~~Section 27A of~~on ~~the Securities Act of 1933 and Section~~June ~~21E of the Securities Exchange Act of 1934. Any statement~~28, ~~including any opinions~~2020, ~~forecasts, projections or other statements, other than statements of historical fact, are or may be forward-looking statements. Although~~ the Company’s ~~believes~~indirect ~~the expectations reflected in any forward~~wholly-~~looking~~owned ~~statements~~subsidiary, ~~herein~~Ultra ~~are reasonable~~Wyoming, ~~the~~LLC ~~Company~~(“Ultra ~~can give no assurance that such expectations will prove to have been correct and actual results may differ~~Wyoming”), ~~materially~~entered ~~from~~into ~~those~~a ~~projected~~purchase ~~or reflected in such statements. Certain risks~~ and ~~uncertainties~~sale ~~inherent~~agreement ~~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 Securities and Exchange Commission~~ (the “~~SEC~~Purchase Agreement”), particularly in the section entitled “Risk Factors” included in the Company’s Annual Report on Form 10-K for the most recent fiscal year, the Company’s most recent Quarterly Reports on Form 10-Q, and from time to time in other filings made by ~~the Company with the SEC. Some of these risks~~ and ~~uncertainties~~between ~~include, but~~Ultra ~~are~~Wyoming not limited to, the Company’s ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases, the effects of the Chapter 11 Cases on the Company, the Company’s ability to maintain adequate liquidity following the recent default under the terms of its RBL Agreement and ~~Term Loan Agreement resulting from the going concern qualification to the Company’s audited~~Pinedale, ~~consolidated~~pursuant ~~financial statements in its Annual Report on Form 10-K,~~ to ~~decrease its leverage or fixed costs~~which, oramong toother ~~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~~things, ~~but are~~Ultra ~~not~~Wyoming ~~limited~~agreed to, ~~increased~~purchase ~~competition,~~ the ~~extreme~~LGS ~~volatility~~Gathering ~~and~~System negative pressure that oil and natural gas commodity prices have experienced recently that is attributable to decreased demand resulting from COVID-19 and the actions of OPEC and other oil exporting nations, the timing and extent of changes in prices for ~~oil~~a ~~and~~purchase ~~gas,~~price ~~particularly in the areas where the Company owns properties, conducts operations,~~of ~~and~~$18.0 million. ~~markets~~On ~~its production~~June 30, ~~as well as the timing and extent of the Company’s success in discovering~~2020, ~~developing,~~Ultra ~~producing~~Wyoming and ~~estimating~~Pinedale ~~oil~~closed ~~and gas reserves,~~ the ~~Company’s~~transaction ~~ability~~contemplated toby ~~successfully monetize~~ the ~~properties~~Purchase itAgreement 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 on Form 8-K. All forward-looking statements in ~~this~~accordance ~~Current~~with ~~Report on Form 8-K are qualified in their entirety by these cautionary statements. Except as required by law,~~ the ~~Company~~ ~~undertakes~~terms ~~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~~thereof.

~~Item~~The ~~9.01.~~above ~~Financial~~descriptions ~~Statements~~of the terms of the RSA Amendment and the Purchase Agreement do not purport to be complete and are subject to, and qualified in their entirety by reference to, the full texts of such documents, which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

~~(d)~~Item ~~Exhibits~~9.01 Financial Statements and Exhibits.

Exhibit Number		Description
99.1		Debtors’ Emergency Motion for Entry of an Order (I) Authorizing the Debtors to Enter Into and Perform Under an Asset Purchase Agreement to Purchase the Pinedale LGS Gathering System, (II) Authorizing and Approving the Settlement By and Among the Debtors and Pinedale, and (III) Granting Related Relief [Docket No. 301].

(d) Exhibits.

SIGNATURES


Exhibit Number		Description

10.1		First Amendment to Restructuring Support Agreement, dated as of June 26, 2020, between the Debtors and the Consenting Stakeholders party thereto.

10.2*		Purchase and Sale Agreement, dated as of June 28, 2020, between Ultra Wyoming, LLC and Pinedale Corridor, LP.

~~Pursuant~~* The exhibits to the ~~requirements~~agreement ofhave ~~the~~been ~~Securities~~omitted ~~Exchange~~pursuant ~~Act~~to Item 601(a)(5) of ~~1934,~~Regulation ~~the~~S-K. ~~registrant~~A ~~has~~copy ~~duly~~of ~~caused~~any ~~this~~omitted ~~report~~exhibit towill be ~~signed~~furnished onto ~~its behalf by~~ the ~~undersigned hereunto~~SEC ~~duly~~upon ~~authorized~~request.

~~June 24,~~SIGNATURES ~~2020~~

~~ULTRA~~Pursuant ~~PETROLEUM~~to ~~CORP.~~the ~~By:~~requirements ~~/s/~~of ~~Kason~~the D.Securities ~~Kerr~~Exchange ~~Name:~~Act ~~Kason~~of D.1934, ~~Kerr~~the ~~Title:~~registrant ~~Vice~~has ~~President,~~duly ~~General~~caused ~~Counsel~~this ~~and~~report ~~Corporate~~to ~~Secretary~~be signed on its behalf by the undersigned hereunto duly authorized.

July 2, 2020


ULTRA PETROLEUM CORP.

By:		/s/ Kason D. Kerr
Name:		Kason D. Kerr
Title:		Vice President, General Counsel and Corporate Secretary

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