Each one in plain English, with the numbers worked through for a shareholder.
14 Oct 2014debt financing▲ GoodMajor
On Oct 10, 2014 the partnership signed an eighth amendment to its revolving credit agreement that raises the borrowing base to $1.44 billion and lets it request up to two extra borrowing base reviews per fiscal year after any material acquisition. This follows the July cut to $1.315 billion after the notes sale. The filing also supplies financial statements for the Wyoming (Merit Energy) properties: for the six months to June 30, 2014, unaudited revenues were $91.2 million and revenues less direct operating costs were $54.6 million (versus $51.6 million a year earlier), plus pro forma statements reflecting the acquisition at an adjusted ~$915.1 million. The company's address also changed to 500 Dallas Street, Houston.
On Sept 4, 2014 the partnership priced a second public sale of units in the summer, 13,000,000 common units at $22.29, and the underwriters took up the extra 1,950,000 units in full on Sept 5. It closed Sept 9 with net proceeds of about $321.9 million, all used to repay part of the revolver. This continues the pattern of paying down Wyoming-deal borrowings with new units, which further dilutes existing unitholders.
On July 17, 2014 the partnership and its finance subsidiary closed the $500 million 6.875% senior notes due Aug 1, 2022, issued at 98.485% of par under a new indenture with U.S. Bank as trustee. These notes add to the existing 7.625% notes due 2021 and rank equally with them; the revolver's borrowing base was cut from $1.44 billion to $1.315 billion as a result of the sale. The registration rights agreement requires an exchange offer for registered notes within 365 days of issuance, with extra interest of up to 1.0% if missed.
The partnership sold 8,600,000 new common units at $22.25 each (closed July 15, 2014), plus 1,290,000 option units the underwriters took up in full on July 11. Net proceeds were about $220.3 million and went to repay part of the revolver borrowed for the Wyoming deal, so existing unitholders are diluted by the new units. It also agreed on July 14 to sell $500 million of 6.875% senior notes due 2022 at 98.485% of par (about $484.9 million net), with proceeds meant to repay more revolver debt and for general partnership purposes; closing was expected around July 17.
1 July 2014asset acquisition disposition▲ GoodMajor
On July 1, 2014 the partnership closed the Wyoming Bairoil Properties acquisition from Merit Energy for an adjusted price of about $915.1 million (versus about $935 million announced in May), subject to post-closing adjustments, funded with revolver borrowings. This completes the deal announced May 5. The filing also adds risk-factor disclosure, including dependence on a continued CO2 supply for the Bairoil fields and regulation of its offshore Beta properties.
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).
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.
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.
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.
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.
Memorial Resource Development LLC, Natural Gas Partners VIII, L.P, Natural Gas Partners IX, L.P, NGP IX Offshore Holdings, L.P, Memorial Production Partners GP LLC, Kenneth A. Hersh reported no remaining Amplify Energy Holdings LLC shareholding in its periodic institutional filing.
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.
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.
