Each one in plain English, with the numbers worked through for a shareholder.
7 May 2009material agreement● Neutral
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.
Abraxas announced its year-end 2008 results by press release. The filing text itself contains no figures; the numbers are only in the attached release, which is not reproduced here. It is an earnings announcement, not an acquisition or sale despite how it was tagged.
Abraxas Energy Partners amended both its senior revolving credit facility (borrowing base $140.0 million, commitment $300.0 million) and its subordinated credit agreement. The subordinated debt now matures July 1, 2009 at a 10.5% rate, with a principal payment due May 14, 2009 of up to $2.25 million. Abraxas Petroleum is to provide a letter of credit for that payment and would receive extra partnership units in return. New default triggers include failing to raise $20.0 million in equity by April 30, 2009, and capital spending is capped at $12.5 million. The investor exchange date into Abraxas Petroleum stock is now April 30, 2009.
Abraxas Energy Partners and its investors pushed back the deadline for the partnership's IPO and resale registration from September 30, 2008 to January 31, 2009 (April 30, 2009 in some cases). The date investors can first swap partnership units for Abraxas Petroleum stock also moved from November 15, 2008 to January 31, 2009. The partnership will pay investors $0.0625 per unit each quarter as consideration. Holders of 42,000 units are not bound by the exchange amendment. The IPO had not been completed by this point.
Abraxas Energy Partners, in which Abraxas Petroleum owns 47.2%, entered a two-year interest rate swap with The Royal Bank of Scotland effective August 12, 2008. It pays a fixed 3.367% and receives a floating one-month LIBOR rate, on $100 million for the first year and $50 million for the second. This fixes the interest cost on part of the partnership's borrowing.
This is a second amendment to the report on the January 2008 St. Mary property purchase, filed in response to SEC staff comments. It repeats the same 2007 figures ($39.3 million revenue, $23.8 million after direct operating costs) and adds more detail on who prepared the reserve estimates, plus a Ryder Scott consent. The acquisition itself is unchanged.
Abraxas's board approved moving the company's common stock from the American Stock Exchange to the NASDAQ Global Market. Trading on NASDAQ under the symbol AXAS is expected to begin July 25, 2008, with Amex trading continuing until the close that day. Shareholders keep their shares; only the trading venue changes.
Abraxas announced results from a horizontal Edwards well in Lavaca County, Texas, and gave an operational update. The only detail in the filing text is the press release title, which describes a new 8 MMcf per day producer in South Texas; the release itself is not included, so no further figures are available.
This amendment adds the missing financial statements for the oil and gas properties bought from St. Mary Land & Exploration on January 31, 2008 by Abraxas Operating Company, LLC (a subsidiary of Abraxas Energy Partners, L.P.). The statements show 2007 revenues of $39.3 million against $15.5 million of direct operating expenses, leaving $23.8 million. No new deal terms are given; the filing only supplies the financial information required for the earlier acquisition report.