Current Report Filing (8-k)
01 Março 2019 - 8:28AM
Edgar (US Regulatory)
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): February 28, 2019
Montage Resources Corporation
(Exact name of Registrant as Specified in Its Charter)
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Delaware
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001-36511
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46-4812998
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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122 W. John Carpenter Freeway, Suite 300
Irving, Texas
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75039
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants Telephone Number, Including Area Code: (469)
444-1647
Eclipse Resources Corporation
2121 Old Gatesburg Road, Suite 110
State College, Pennsylvania 16803
(Former Name or Former Address, if Changed Since Last Report)
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 Instructions A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this
chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§ 240.12b-2
of this chapter).
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 2.02
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Results of Operations and Financial Condition.
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On February 28, 2019, Montage Resources Corporation (f/k/a Eclipse Resources Corporation) (the Company or Montage Resources)
issued a press release announcing, among other items, the Companys initial 2019 financial and operating guidance.
A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form
8-K.
Item 7.01
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Regulation FD Disclosure.
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On February 28, 2019, the Company issued a press release announcing the completion of the previously announced business combination transaction with Blue
Ridge Mountain Resources, Inc. (Blue Ridge) and related events. The transaction was accomplished through the merger of a wholly owned subsidiary of the Company with and into Blue Ridge, with Blue Ridge continuing as the surviving entity
in the merger and as a wholly owned subsidiary of the Company. The press release also announced, among other items, the change in the Companys name to Montage Resources Corporation and the completion of the previously announced
15-to-1
reverse stock split of the common stock of the Company. The Companys common stock will begin trading on the New York Stock Exchange under the new symbol
MR on March 1, 2019, giving effect to the reverse stock split.
A copy of the press release is furnished as Exhibit 99.2 to this Current
Report on Form
8-K.
The information in this Current Report, including Exhibits 99.1 and 99.2, is being furnished
pursuant to Items 2.02 and 7.01 of Form
8-K
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 liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act unless specifically identified therein as being incorporated therein by
reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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MONTAGE RESOURCES CORPORATION
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Date: February 28, 2019
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By:
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/s/ Paul M. Johnston
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Name:
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Paul M. Johnston
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Title:
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Executive Vice President, General Counsel and Corporate Secretary
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ECLIPSE RESOURCES CORP (NYSE:ECR)
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