Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
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.
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.
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.
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).
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.