7 Oct 2009asset acquisition disposition● NeutralMajor
On October 5, 2009 the Partnership merger closed: the Partnership merged into an Abraxas subsidiary, and each outside unit became 4.25 Abraxas shares (the lowest end of the range). Units held by Abraxas and its subsidiaries were cancelled, and the unitholders' exchange agreement was terminated. Abraxas also entered a new credit facility with Société Générale (maturing October 5, 2012) that refinanced its and the Partnership's old facilities: about $145.0 million borrowed ($135.0 million revolver, $10.0 million term loan), borrowing base $145.0 million, revolver commitment up to $300.0 million. The 4.25 ratio, which fits the stock trading at or above $1.412, means existing holders are diluted by less than the maximum; the share count issued is not given in the text shown. This resolves the merger, financing and subordinated debt maturity threads.
Filed to furnish a notice and slides for Abraxas's presentation at an oil and gas investment symposium in San Francisco (September 29 to October 1, 2009). It contains no new terms or figures.
Filed to furnish a September 8, 2009 announcement that the definitive proxy was filed for the October 5, 2009 special meeting, and slides for a September 10 investor conference in New York. It contains no new terms.
Abraxas filed its final proxy on September 8, 2009, calling a special stockholder meeting for October 5, 2009 (record date August 28) to vote on the share issuance for the Partnership merger and a larger equity incentive plan. Terms are unchanged from the preliminary proxy: up to 36,952,836 new shares (about 42.6% of post-closing shares), 31,563,881 (about 38.8%) at the $1.17 midpoint, with former unitholders owning 34.4% to 42.6%. Existing shares are not changed, and the board recommends voting for all proposals. This sets the vote date that was open.
On August 31, 2009 the Partnership extended its subordinated credit agreement again (Amendment No. 7). It now matures on the earlier of October 9, 2009 or three business days after the Abraxas stockholder meeting on the merger share issuance. This ties the debt deadline to the merger vote.
On August 13, 2009 the Partnership extended its subordinated credit agreement's maturity again, to August 31, 2009 (Amendment No. 6), from August 14. The subordinated debt is still unpaid and is being held up pending the merger financing.
Effective July 31, 2009 the Partnership's lenders agreed (Amendment No. 5 to both credit agreements) to let it cash in its profitable commodity swaps and use the money to repay debt, and required it to enter new swaps for Q4 2009 through 2013. Net proceeds were about $26.7 million, plus a $2.0 million July hedge settlement, so $28.7 million went to the senior facility. Senior debt fell to $95.0 million and the lenders cut the borrowing base to $95.0 million at the same time (from $130.0 million). This reduces the Partnership's debt, but it gives up the old swaps (including the 2012 swaps in the context) in exchange for new hedges at market prices.
On July 17, 2009 Abraxas Petroleum, the Partnership (Abraxas Energy Partners) and a merger subsidiary signed an amended and restated merger agreement, replacing the June 30 version. Outside unitholders would get shares equal to $6.00 divided by Abraxas's 20-day average price, within 4.25 to 6 shares per unit. Abraxas and its subsidiaries own about 46.7% of the units (5,350,598). Closing needs an Abraxas shareholder vote on the share issuance and on a larger equity plan, plus financing to repay the Partnership's credit and subordinated debt. Unitholders signed an amended voting and lock-up agreement: 90-day lock-up, a resale registration within 120 days of closing, and two new directors (Ed Russell and Brian Melton). This continues the June merger deal; no new price terms are stated beyond the earlier range.
Filed to furnish a July 10, 2009 press release announcing the filing of the preliminary proxy for the Partnership merger. The filing itself contains no new terms or figures; they are in the proxy filed the same week.
Abraxas filed its preliminary proxy for a special shareholder meeting (date not yet set) to vote on the Partnership merger and a larger equity incentive plan. It would issue up to 36,952,836 new shares, about 42.6% of the shares outstanding after closing; at the midpoint ($1.17 per share) it would be 31,563,881 shares, about 38.8%. Former unitholders would own between 34.4% and 42.6%. Existing shares stay outstanding and are not changed. The board recommends voting for it. The $0.96 price on July 9, 2009 is used for the fee calculation.
On June 30, 2009 Abraxas Petroleum and the Partnership signed the definitive merger agreement, following the June letter of intent. Outside unitholders would receive shares equal to $6.00 divided by Abraxas's 20-day average price, within 4.25 to 6 shares per unit. Abraxas and its subsidiaries own about 46.7% of the units. The deal needs an 80% unitholder vote, an Abraxas shareholder vote, an equity plan share increase, and financing sufficient to complete the merger and repay the Partnership's credit and subordinated debt. Two new directors (Ed Russell and Brian Melton) would join the board. The Partnership's subordinated debt maturity was also extended to August 14, 2009.
On June 18, 2009 Abraxas Petroleum and the Partnership signed a mostly non-binding letter of intent to merge the Partnership into Abraxas Petroleum, replacing the stalled IPO route. Outside unitholders would get $6.00 per unit paid in Abraxas shares, 4.25 to 6.00 shares per unit (equal to $1.00 to $1.41 per Abraxas share), with a 90-day lock-up. The deal needs a definitive agreement, a new credit facility and votes by Abraxas shareholders and unitholders; the investors agreed not to enforce their exchange rights and the Partnership will take no further IPO steps. The Partnership has suspended distributions. For shareholders this means new shares would be issued, though the filing gives no dilution percentage.
On May 1, 2009 Abraxas Petroleum, the Partnership and the investor unitholders agreed to push back the first date the investors can exchange Partnership units into Abraxas Petroleum common stock (if the IPO has not happened) from April 30 to June 30, 2009. This delays, but does not remove, the possible share dilution flagged earlier.
On April 30, 2009 the Partnership (Abraxas Energy Partners) amended its senior credit facility: the borrowing base was cut from $140.0 million to $130.0 million, with $125.6 million outstanding, and the loan now matures January 31, 2012. The Partnership's first-quarter distribution due around May 15 must go into escrow until the subordinated debt is repaid, and it entered 2012 oil and gas price swaps. The subordinated credit agreement's deadline for raising $20.0 million of equity (the default trigger) was pushed from April 30 to May 7, 2009, and its interest rate was 12.5% at April 30 (10.5% on April 7). This continues the Partnership's tightening credit terms from January and leaves the equity-raise and IPO problem unresolved.