Please wait

 

As filed with the Securities and Exchange Commission on April 27, 2016

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-3 NO. 333-197859

 

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

Magnum Hunter Resources Corporation

(and the guarantors identified in the Table of Subsidiary Guarantor Registrants below)
(Exact name of registrant as specified in its charter)

 

Delaware
(State or Other Jurisdiction of
Incorporation)

 

001-32997
(Commission File Number)

 

86-0879278
(I.R.S. Employer Identification
Number)

 

909 Lake Carolyn Parkway, Suite 600

Irving, Texas 75039

(832) 369-6986

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

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

 

Copy of communications to:

 

 

 

Paul M. Johnston
909 Lake Carolyn Parkway, Suite 600

Irving, Texas 75039
(832) 369-6986

 

Matthew R. Pacey, P.C.

Kirkland & Ellis LLP
600 Travis Street, Suite 3300
Houston, Texas 77002
Tel: (713) 835-3600
Fax: (713) 835-3601

 

Approximate date of commencement of proposed sale to the public:

Not applicable.  Removal from registration of securities that were not sold pursuant to this registration statement.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    o

 

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 the following box:   o

 

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

 

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.    o

 

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 the following 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 the following box.    o

 

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

o

 

Accelerated filer

x

 

 

 

 

 

Non-accelerated filer

o  (Do not check if a smaller reporting company)

 

Smaller reporting company

o

 

 



 

TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS

 

Exact name of Co-Registrant as specified in its Charter

 

State or other jurisdiction of
incorporation or organization

 

I.R.S. Employer
Identification Number

Alpha Hunter Drilling, LLC

 

Delaware

 

27-1657505

Bakken Hunter, LLC

 

Delaware

 

27-3553862

Hunter Aviation, LLC

 

Delaware

 

45-3698600

Hunter Real Estate, LLC

 

Delaware

 

27-1658073

Magnum Hunter Marketing, LLC

 

Delaware

 

45-3202527

Magnum Hunter Production, Inc. 

 

Kentucky

 

61-1057062

Magnum Hunter Resources GP, LLC

 

Delaware

 

27-1355887

Magnum Hunter Resources, LP

 

Delaware

 

27-1355958

NGAS Gathering, LLC

 

Kentucky

 

20-4272054

NGAS Hunter, LLC

 

Delaware

 

27-3953737

Shale Hunter, LLC

 

Delaware

 

46-2331952

Triad Hunter, LLC

 

Delaware

 

27-1355830

Viking International Resources Co., Inc. 

 

Delaware

 

31-1240097

Williston Hunter ND, LLC

 

Delaware

 

27-3553798

 


(1)  The address, including zip code, and telephone number, including area code of the principal executive offices of each co-registrant are:

 

909 Lake Carolyn Parkway, Suite 600

Irving, Texas 75039

(832) 369-6986

 

2



 

DEREGISTRATION OF SECURITIES

 

This Post-Effective Amendment relates to the following Registration Statement on Form S-3 (the “Registration Statement”), originally filed by Magnum Hunter Resources Corporation, a Delaware corporation (the “Company”) and the guarantors identified in the Table of Subsidiary Guarantor Registrants above, with the Securities and Exchange Commission:

 

·                  Registration No. 333-197859, filed on Form S-3 on August 5, 2014, pertaining to the registration of an unspecified amount of issued or issuable debt securities, common stock, preferred stock, depositary shares, warrants, and guarantees of debt securities.

 

On December 15, 2015, the Company and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions for reorganization under chapter 11 (the “Filing”) of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”), which cases are being jointly administered under the caption In re Magnum Hunter Resources Corporation, et al., Case No. 15-12533 (the “Chapter 11 Cases”).

 

As a result of the Chapter 11 Cases, the Company has terminated all offerings of securities pursuant to the Registration Statement. In accordance with an undertaking made by the Company in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, the Company hereby removes from registration all of such securities registered but unsold under the Registration Statement.

 

3



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.

 

 

MAGNUM HUNTER RESOURCES CORPORATION

 

 

 

By:

/s/ Gary C. Evans

 

 

Name: Gary C. Evans

 

 

Title: Chairman and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.

 

Signature

 

Title

 

 

 

/s/ Gary C. Evans

 

Chairman of the Board and Chief Executive Officer

Gary C. Evans

 

(Principal Executive Officer)

 

 

 

/s/ Joseph C. Daches

 

Senior Vice President and Chief Financial Officer

Joseph C. Daches

 

(Principal Financial and Accounting Officer)

 

 

 

*

 

Director

Victor Carrillo

 

 

 

 

 

*

 

Director

Stephen C. Hurley

 

 

 

 

 

*

 

Director

Joe L. McClaugherty

 

 

 

 

 

*

 

Director

Jeff Swanson

 

 

 

 

 

*By:

/s/ Gary C. Evans

 

 

 

Gary C. Evans

 

 

 

Attorney in fact for the persons indicated

 

 

 

4



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.

 

 

ALPHA HUNTER DRILLING, LLC

 

 

 

By:

/s/ Gary C. Evans

 

 

Name:

Gary C. Evans

 

 

Title:

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.

 

Signature

 

Title

 

 

 

/s/ Gary C. Evans

 

Chief Executive Officer

Gary C. Evans

 

(Principal Executive Officer)

 

 

 

/s/Joseph C. Daches

 

Senior Vice President and Treasurer

Joseph C. Daches

 

(Principal Financial and Accounting Officer)

 

 

 

Triad Hunter, LLC

 

Sole Managing Member

 

 

 

By:

/s/ Gary C. Evans

 

 

 

Name:

Gary C. Evans

 

 

 

Title:

Chief Executive Officer

 

 

 

5



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.

 

 

BAKKEN HUNTER, LLC

 

 

 

By:

/s/ Gary C. Evans

 

 

Name:

Gary C. Evans

 

 

Title:

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.

 

Signature

 

Title

 

 

 

/s/ Gary C. Evans

 

Chief Executive Officer

Gary C. Evans

 

(Principal Executive Officer)

 

 

 

 

 

 

/s/Joseph C. Daches

 

Senior Vice President and Treasurer

Joseph C. Daches

 

(Principal Financial and Accounting Officer)

 

 

 

Magnum Hunter Resources Corporation

 

Sole Managing Member

 

By:

/s/ Gary C. Evans

 

 

Name:

Gary C. Evans

 

 

Title:

Chairman and Chief Executive Officer

 

 

6



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.

 

 

HUNTER AVIATION, LLC

 

 

 

By:

/s/ Gary C. Evans

 

 

Name:

Gary C. Evans

 

 

Title:

Chief Executive Officer

 

                Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.

 

Signature

 

Title

 

 

 

/s/ Gary C. Evans

 

Chief Executive Officer and President

Gary C. Evans

 

(Principal Executive Officer)

 

 

 

 

 

 

/s/Joseph C. Daches

 

Senior Vice President and Treasurer

Joseph C. Daches

 

(Principal Financial and Accounting Officer)

 

 

 

Magnum Hunter Resources Corporation

 

Sole Managing Member

 

By:

/s/ Gary C. Evans

 

 

Name:

Gary C. Evans

 

Title:

Chairman and Chief Executive Officer

 

7



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.

 

 

HUNTER REAL ESTATE, LLC

 

 

 

By:

/s/ Gary C. Evans

 

 

Name:

Gary C. Evans

 

 

Title:

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.

 

Signature

 

Title

 

 

 

/s/ Gary C. Evans

 

Chief Executive Officer

Gary C. Evans

 

(Principal Executive Officer)

 

 

 

/s/Joseph C. Daches

 

Senior Vice President and Treasurer

Joseph C. Daches

 

(Principal Financial and Accounting Officer)

 

 

 

Triad Hunter, LLC

 

Sole Managing Member

 

By:

/s/ Gary C. Evans

 

 

Name:

Gary C. Evans

 

Title:

Chief Executive Officer

 

8



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.

 

 

MAGNUM HUNTER MARKETING, LLC

 

 

 

By:

/s/ Gary C. Evans

 

 

Name:

Gary C. Evans

 

 

Title:

Chief Executive Officer and President

 

Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.

 

Signature

 

Title

 

 

 

/s/ Gary C. Evans

 

Chief Executive Officer and President

Gary C. Evans

 

(Principal Executive Officer)

 

 

 

 

 

 

/s/Joseph C. Daches

 

Senior Vice President and Treasurer

Joseph C. Daches

 

(Principal Financial and Accounting Officer)

 

 

 

Magnum Hunter Resources Corporation

 

Sole Managing Member

 

By:

/s/ Gary C. Evans

 

 

Name:

Gary C. Evans

 

Title:

Chairman and Chief Executive Officer

 

9



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.

 

 

MAGNUM HUNTER PRODUCTION, INC.

 

 

 

 

By:

/s/ Gary C. Evans

 

 

Name:

Gary C. Evans

 

 

Title:

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.

 

Signature

 

Title

 

 

 

/s/ Gary C. Evans

 

Chief Executive Officer and Director

Gary C. Evans

 

(Principal Executive Officer)

 

 

 

/s/Joseph C. Daches

 

Senior Vice President and Treasurer and Director

Joseph C. Daches

 

(Principal Financial and Accounting Officer)

 

10



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.

 

 

MAGNUM HUNTER RESOURCES GP, LLC

 

By: Magnum Hunter Resources Corporation, its sole manager

 

 

 

 

By:

/s/ Gary C. Evans

 

 

Name:

Gary C. Evans

 

 

Title:

Chairman and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.

 

 

Signature

 

Title

 

 

 

/s/ Gary C. Evans

 

Chief Executive Officer and President

Gary C. Evans

 

(Principal Executive Officer)

 

 

 

/s/Joseph C. Daches

 

Senior Vice President and Treasurer

Joseph C. Daches

 

(Principal Financial and Accounting Officer)

 

 

 

Magnum Hunter Resources Corporation

 

Sole Manager

 

 

 

By:

/s/ Gary C. Evans

 

 

 

Name:

Gary C. Evans

 

 

 

Title:

Chairman and Chief Executive Officer

 

 

 

11



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.

 

 

MAGNUM HUNTER RESOURCES, LP

 

By: Magnum Hunter Resources GP, LLC, its general partner

 

 

 

By: Magnum Hunter Resources Corporation, its sole manager

 

 

 

 

By:

/s/ Gary C. Evans

 

 

Name:

Gary C. Evans

 

 

Title:

Chairman and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.

 

Signature

 

Title

 

 

 

Magnum Hunter Resources GP, LLC

 

General Partner

 

 

 

By: Magnum Hunter Resources Corporation, its sole manager

 

 

 

 

 

By:

/s/ Gary C. Evans

 

 

 

Name:

Gary C. Evans

 

 

 

Title:

Chairman and Chief Executive Officer

 

 

 

 

 

 

 

Magnum Hunter Resources Corporation

 

Limited Partner

 

 

 

By:

/s/ Gary C. Evans

 

 

 

Name:

Gary C. Evans

 

 

 

Title:

Chairman and Chief Executive Officer

 

 

 

 

 

 

 

 

12



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.

 

 

NGAS GATHERING, LLC

 

 

 

 

 

 

By:

/s/ Gary C. Evans

 

 

Name:

Gary C. Evans

 

 

Title:

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.

 

Signature

 

Title

 

 

 

/s/ Gary C. Evans

 

Chief Executive Officer and President

Gary C. Evans

 

(Principal Executive Officer)

 

 

 

/s/Joseph C. Daches

 

Senior Vice President and Treasurer

Joseph C. Daches

 

(Principal Financial and Accounting Officer)

 

 

 

Magnum Hunter Resources Corporation

 

Sole Managing Member

 

 

 

By:

/s/ Gary C. Evans

 

 

 

Name:

Gary C. Evans

 

 

 

Title:

Chairman and Chief Executive Officer

 

 

 

 

13



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.

 

 

NGAS HUNTER, LLC

 

 

 

 

 

 

By:

/s/ Gary C. Evans

 

 

Name:

Gary C. Evans

 

 

Title:

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.

 

Signature

 

Title

 

 

 

/s/ Gary C. Evans

 

Chief Executive Officer

Gary C. Evans

 

(Principal Executive Officer)

 

 

 

/s/Joseph C. Daches

 

Senior Vice President and Treasurer

Joseph C. Daches

 

(Principal Financial and Accounting Officer)

 

 

 

Magnum Hunter Resources Corporation

 

Sole Managing Member

 

 

 

By:

/s/ Gary C. Evans

 

 

 

Name:

Gary C. Evans

 

 

 

Title:

Chairman and Chief Executive Officer

 

 

 

14



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.

 

 

SHALE HUNTER, LLC

 

 

 

 

 

By:

/s/ Gary C. Evans

 

 

Name:

Gary C. Evans

 

 

Title:

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.

 

Signature

 

Title

 

 

 

 

 

 

/s/ Gary C. Evans

 

Chief Executive Officer

Gary C. Evans

 

(Principal Executive Officer)

 

 

 

/s/Joseph C. Daches

 

Senior Vice President and Treasurer

Joseph C. Daches

 

(Principal Financial and Accounting Officer)

 

Magnum Hunter Resources Corporation

 

Sole Managing Member

 

 

 

By:

/s/ Gary C. Evans

 

 

 

Name:

Gary C. Evans

 

 

 

Title:

Chairman and Chief Executive Officer

 

 

 

15



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.

 

 

TRIAD HUNTER, LLC

 

 

 

 

 

By:

/s/ Gary C. Evans

 

 

Name:

Gary C. Evans

 

 

Title:

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.

 

Signature

 

Title

 

 

 

 

 

 

/s/ Gary C. Evans

 

Chief Executive Officer

Gary C. Evans

 

(Principal Executive Officer)

 

 

 

/s/Joseph C. Daches

 

Senior Vice President and Treasurer

Joseph C. Daches

 

(Principal Financial and Accounting Officer)

 

 

 

Magnum Hunter Resources Corporation

 

Sole Managing Member

 

 

 

By:

/s/ Gary C. Evans

 

 

 

Name:

Gary C. Evans

 

 

 

Title:

Chairman and Chief Executive Officer

 

 

 

16



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.

 

 

VIKING INTERNATIONAL RESOURCES CO., INC.

 

 

 

By:

/s/ Gary C. Evans

 

 

Name:

Gary C. Evans

 

 

Title:

Chief Executive Officer and Director

 

Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.

 

Signature

 

Title

 

 

 

 

 

 

/s/ Gary C. Evans

 

Chief Executive Officer and Director

Gary C. Evans

 

(Principal Executive Officer)

 

 

 

/s/Joseph C. Daches

 

Senior Vice President and Treasurer and Director

Joseph C. Daches

 

(Principal Financial and Accounting Officer)

 

17



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act, each of the registrants certifies that it has duly caused this post-effective amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on April 27, 2016.

 

 

WILLISTON HUNTER ND, LLC

 

 

 

 

 

By:

/s/ Gary C. Evans

 

 

Name:

Gary C. Evans

 

 

Title:

Chief Executive Officer

 

Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration statement has been signed by the following persons in the capacities indicated on April 27, 2016.

 

Signature

 

Title

 

 

 

/s/ Gary C. Evans

 

Chief Executive Officer

Gary C. Evans

 

(Principal Executive Officer)

 

 

 

/s/Joseph C. Daches

 

Senior Vice President and Treasurer

Joseph C. Daches

 

(Principal Financial and Accounting Officer)

 

Magnum Hunter Resources Corporation

 

Sole Managing Member

 

 

By:

/s/ Gary C. Evans

 

 

 

Name:

Gary C. Evans

 

 

 

Title:

Chairman and Chief Executive Officer

 

 

 

18