Past year: ▼ 94%(11.0c – 2.10 USD)
Each one in plain English, with the numbers worked through for a shareholder.
19 June 2014debt financing▲ GoodMajor
On June 13, 2014 the partnership signed a seventh amendment to its revolving credit agreement that raises the borrowing base to $1.44 billion once the pending $935 million Wyoming (Merit Energy) acquisition closes. This provides the borrowing room to fund that deal; the base had been $845 million after the Oct 2013 notes sale (the May press release cited $870 million).
5 May 2014material agreement▲ GoodMajor
On May 5, 2014 the partnership announced a signed agreement (dated May 2) to buy oil and NGL properties in Wyoming (the Bairoil Complex CO2 floods) from Merit Energy for about $935 million, effective April 1, 2014, to be funded initially by revolver borrowings and expected to close in the third quarter (by July per the 8-K). This is far larger than the March Eagle Ford deal; the company raised 2014 adjusted EBITDA guidance to $355-$375 million (from $303-$311 million) and distributable cash flow guidance to $183-$203 million (from $158-$166 million), and added hedges on the new volumes. The raised guidance assumes the deal closes.
25 Mar 2014material agreement▲ GoodMajor
On March 25, 2014 the partnership closed the purchase of South Texas (Eagle Ford, Karnes County) oil and gas properties from Alta Mesa Holdings for $173 million, subject to adjustments, funded by borrowing on its revolving credit facility. The properties are non-operated (Murphy Oil is primary operator), with estimated proved reserves of 7.4 MMBoe and current net production of about 1,650 Boe/d; the company also updated 2014 guidance (adjusted EBITDA $303-$311 million, distributable cash flow $158-$166 million) and reported $310.0 million drawn on the revolver and $700 million of 2021 notes outstanding.
10 Mar 2014business combination● Neutral
On Mar 10, 2014 the partnership filed Amendment No. 1 to its November 2013 registration statement for the exchange of up to $300 million of October 2013 7 5/8% senior notes due 2021 for registered ones. The visible text shows the same terms, a still-blank expiry date and subject-to-completion status, so the exchange offer is not yet effective or completed; no new figures are shown in the portion provided.
22 Nov 2013business combination● Neutral
On Nov 22, 2013 the partnership and its finance subsidiary filed a registration statement for an exchange offer of up to $300 million of the October 2013 7 5/8% senior notes due 2021 for identical registered notes. This is the exchange offer promised in the October notes' registration rights agreement and raises no new money; the expiry date is blank and the registration is not yet effective.
21 Nov 2013material agreement● NeutralMajor
On Nov 19, 2013 sponsor Memorial Resource Development priced a public sale of its own 7,061,294 common units at $19.34 each, with Barclays as underwriter and closing expected Nov 22. The partnership receives none of the proceeds, so no new units are created; the units sold equal the common units Memorial Resource was reported to hold. Whether Memorial Resource keeps its subordinated units and GP control is not stated in this filing.
10 Oct 2013debt financing● NeutralMajor
On Oct 7, 2013 the partnership priced, and on Oct 10 closed, a private sale of an additional $300 million of its 7 5/8% senior notes due 2021, sold at 97.0% of par (yield to worst 8.163%) for net proceeds of about $285 million, which were used to repay revolver borrowings. The notes are issued under the same April 2013 indenture as the existing $400 million, and the revolver borrowing base was cut from $920 million to $845 million as a result. The partnership also agreed to register an exchange offer for these new notes within 189 days of issuance.
3 Oct 2013material agreement● NeutralMajor
On October 2, 2013 the partnership priced a public sale of 14,500,000 common units at $19.90 each ($19.12 net of underwriting discounts), with a 30-day option for 2,175,000 more. Net proceeds of about $277.6 million (about $319.2 million if the option is fully used) are to repay part of the revolver borrowings, which closely follow the acquisition funding. Existing unitholders face dilution from the added units (inference from the unit count).
1 Oct 2013asset acquisition disposition● NeutralMajor
The partnership closed the Permian, East Texas and Rockies acquisitions announced in July 2013 for an adjusted price of about $603 million, funded with revolver borrowings. A Sixth Amendment to the credit agreement (Sept 26, 2013) raises the borrowing base to $920 million on closing and maximum credit amounts to $2 billion. Because the deals were between entities under common control, past financial statements were recast to include the acquired properties.
16 July 2013material agreement▲ GoodMajor
On July 15, 2013 the partnership signed agreements to buy oil and gas properties in the Permian Basin, East Texas and the Rockies from Memorial Resource subsidiaries and Natural Gas Partners affiliates for about $606 million, effective July 1, 2013 and expected to close in October 2013. It is a related-party deal approved by the independent conflicts committee, can be financed with revolver borrowings, and is the company's largest acquisition to date per the press release. The release raises 2013 EBITDA guidance to $202-206 million from $154-158 million and distributable cash flow guidance to $129-133 million from $92-96 million.
19 June 2013business combination● Neutral
The partnership and its finance subsidiary filed a registration statement offering to swap up to $400 million of the privately placed 7 5/8% senior notes due 2021 (issued April 17 and May 23, 2013) for identical notes registered with the SEC. The new notes have the same terms but can be freely traded; this is the exchange offer promised when the notes were issued and raises no new money.
23 May 2013debt financing● NeutralMajor
The partnership sold another $100 million of the same 7 5/8% senior notes due 2021 (same indenture as the April $300 million, now $400 million in total) at 102% of par, for net proceeds of about $100.5 million, used to repay revolver borrowings. The revolver borrowing base was reduced from $505 million to $480 million as a result.
17 Apr 2013debt financing● NeutralMajor
The partnership sold $300 million of 7 5/8% senior unsecured notes due May 1, 2021 in a private placement, netting about $289.6 million, all used to repay revolver borrowings. As a result the revolver borrowing base fell from $580 million to $505 million. This adds the partnership's first bond-style debt alongside the bank facility, with interest due each May 1 and November 1 from November 1, 2013; the notes rank behind the secured revolver.
28 Mar 2013asset acquisition disposition● NeutralMajor
The partnership closed its purchase of WHT Energy Partners LLC (East Texas and North Louisiana properties) from Memorial Resource affiliates for an adjusted price of about $200 million, subject to post-closing adjustments, effective January 1, 2013. It was paid for with the March unit offering proceeds and revolver borrowings. This completes the related-party deal announced March 18, 2013; the filing says WHT financial statements and pro forma information will follow within 71 days.
21 Mar 2013debt financing● NeutralMajor
The partnership sold 8,500,000 new common units at $18.35 each (about $17.6343 net), and the underwriters exercised in full their option for another 1,275,000 units on March 20, 2013. Net proceeds are about $172.6 million, expected to close March 25, 2013. The press release says the money will fund part of the pending WHT acquisition (or otherwise pay down revolver borrowings or be used for general purposes if that deal does not close). Separately, a Fifth Amendment to the credit facility (March 19, 2013) raises the borrowing base to $580 million once the WHT acquisition closes, extends maturity to March 19, 2018, and allows certain second lien debt. This is the financing for the WHT thread and resolves the March 2013 borrowing base question; existing holders face dilution from the new units (inference from the added unit count).
19 Mar 2013material agreement▲ GoodMajor
On March 18, 2013 the partnership agreed to buy WHT Energy Partners LLC, which owns oil and gas properties in East Texas and North Louisiana, from Memorial Resource subsidiaries for $200 million, expected to close by the end of March 2013 and to be financed with credit facility borrowings and other external financing. Because the seller is the sponsor, the independent conflicts committee approved it. The press release also says the first-quarter 2013 distribution is planned to rise to $0.5125 per unit ($2.05 annualized, up from $2.03) if it closes. The filing also gives a 2013 capital budget of $77-87 million and says production from the Beta properties (acquired December 2012) averaged 1,538 net barrels a day over the six weeks since the Eureka platform returned from a 26-day January shutdown.
12 Dec 2012asset acquisition disposition▲ GoodMajor
On December 12, 2012 the partnership closed the $271 million Rise Energy Operating (offshore Southern California) acquisition announced on November 19. It paid for it with a public offering of 10,500,000 common units at $17.00 each (net proceeds about $172 million) plus borrowing on its revolving credit facility. This resolves the pending Rise deal and the registration filed November 20. It also means more units outstanding: Memorial Resource's stake is stated as 37.8% of limited partner interests after the offering, down from 56%. The underwriters have a 30-day option for 1,575,000 more units, and the filing does not say whether it was used.
4 Dec 2012debt financing● Neutral
On December 3, 2012 the partnership signed a third amendment to its credit agreement with Wells Fargo as agent. It raises the borrowing base to $460 million once the Rise (Beta) acquisition closes, and lets the partnership issue notes payable to Rise if needed. This formalises the borrowing base increase described in the November 19 announcement (up from $380 million).
20 Nov 2012material agreement▲ GoodMajor
On November 19, 2012 the partnership agreed to buy Rise Energy Operating, LLC, which owns operating interests in oil and gas properties offshore Southern California (the Beta properties), for $271 million, expected to close in December 2012. Rise is mainly owned by two Natural Gas Partners funds that also help control the sponsor Memorial Resource, so it is a related-party deal approved by the independent conflicts committee. The press release says it is the company's largest acquisition to date, that the fourth-quarter distribution is planned to rise to $0.5075 per unit ($2.03 annualized, up from $1.98) if it closes, and that the borrowing base is to go to $460 million from $380 million.
1 Oct 2012asset acquisition disposition▲ GoodMajor
The Goodrich Petroleum East Texas acquisition announced on September 18 closed on September 28, 2012 at an adjusted price of $93.2 million, funded by borrowing on the credit facility. The accompanying press release also says the third-quarter 2012 distribution is $0.495 per unit ($1.98 annualized, up from $1.92), payable November 12, 2012, and gives updated 2012 guidance and new hedges.
19 Sept 2012debt financing● NeutralMajor
On September 18, 2012 the partnership agreed to buy East Texas oil and gas properties (South Henderson field, Rusk County) from Goodrich Petroleum for $95.0 million cash, to be funded from its revolving credit facility. A second amendment to the credit agreement raises the borrowing base from $300 million to $380 million on closing and allows certain second-lien debt; the company says it is its fourth deal since the IPO.
15 Dec 2011asset acquisition disposition● NeutralMajor
On December 14, 2011 the partnership closed its IPO of 9,000,000 common units at $19.00 and signed its founding agreements with Memorial Resource Development LLC: an Omnibus Agreement (it reimburses Memorial Resource for administrative costs, and Memorial Resource gives limited indemnities, e.g. $5,000,000 caps on environmental and undisclosed liabilities), a Tax Sharing Agreement, and a five-year $1.0 billion secured revolving credit facility with a $300 million initial borrowing base led by Wells Fargo. The filing text provided is truncated, so details of the contribution agreements and incentive plan are not covered here.
12 Dec 2011material agreement● NeutralMajor
The filer, which appears under the name Memorial Production Partners LP (MEMP) in this filing, priced its initial public offering of 9,000,000 common units at $19.00 each, with a 30-day option for 1,350,000 more units. It expects about $150 million in net proceeds, to be used to buy properties from Memorial Resource Development LLC (the insider that filed as a 10%+ owner days earlier) and to pay offering and formation costs; this continues the registration and listing steps already filed.
6 Dec 2011listing compliance notice▲ GoodMajor
Nasdaq certified Amplify Energy Holdings LLC's securities for listing, clearing them to begin trading.
