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)
| Delaware | 001-36511 | 46-4812998 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 122 W. John Carpenter Freeway, Suite 300 Irving, Texas |
75039 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s 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):
| ☐ | 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)) |
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 | Results of Operations and Financial Condition. |
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 Company’s 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 | Regulation FD Disclosure. |
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 Company’s 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 Company’s 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 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release dated February 28, 2019 (announcing guidance) | |
| 99.2 | Press Release dated February 28, 2019 (announcing completion of business combination) | |
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.
| MONTAGE RESOURCES CORPORATION | ||||||
| Date: February 28, 2019 | By: | /s/ Paul M. Johnston | ||||
| Name: | Paul M. Johnston | |||||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||||