ATP OIL & GAS CORP

On February 13, 2013 ATP and its DIP lenders agreed Amendment No. 3, adding a term loan facility of up to $117M at a 15% original issue discount (an initial $11.8M was made available February 14; the discount falls to 2% if the final order is not entered at a February 19 hearing). It adds milestones for GC 300 wells and other projects, requires efforts to restructure its royalty (ORRI and NPI) obligations, lets lenders hire a consultant who can suspend borrowing if Clipper runs late or over budget, and requires hiring project managers and a general manager. The costlier borrowing and tighter lender oversight continue the pattern of the earlier amendments; the filing does not say what shareholders receive.

material agreement

On December 9, 2012 ATP and its DIP lenders amended the loan again (Amendment No. 2). Lenders waived certain reserve reports for the three remaining undrawn tranches ($30M, $60M and $25M) but moved the availability windows and made missing commercial operation of the MC 942 S-Sand by January 2, 2013 or the Clipper Project by March 1, 2013 events of default. It adds sale-process milestones for the shelf and deepwater properties, requires prepayments from asset sales by the Dutch subsidiary, and raises interest by 1-2% plus a 1% amendment fee paid in kind. This tightens lender control and makes asset sales more likely, with no word on shareholder recovery.

material agreement

On September 21, 2012 ATP and its lenders amended the DIP loan with Bankruptcy Court approval. Certain lenders will make an extra $25M available if conditions are met, interest rises 0.50% on all loans (2.00% for lenders providing the extra money), paid in kind, and the chief restructuring officer must approve spending over $1M. Some Clipper funding conditions were loosened and dates moved earlier, but if ATP misses an October 31 or November 15, 2012 target, it faces new milestones including a data room and a sale motion in bankruptcy court. This makes the loan costlier and adds a possible asset-sale path.

material agreement

Effective September 18, 2012, ATP's Dutch subsidiary ATP East Med (not part of the bankruptcy filing) gave Moncrief Oil International a 90-day option to buy its Mediterranean Sea working interests; ATP also agreed, subject to conditions, to sell its own interests in those properties to Moncrief. The deal needs agreed sale documents, diligence, partner consents and Bankruptcy Court approval, Moncrief would pay ATP East Med its expenses on the interests, and Moncrief can walk away without penalty. The filing also furnishes revised projections given to lenders and the August 17-31 monthly operating report, but the text shown gives no figures from them.

material agreement

ATP OIL & GAS CORP's exchange filed to remove a class of its securities from listing.

listing compliance notice

On August 29, 2012 ATP signed its Chapter 11 debtor-in-possession loan agreement with Credit Suisse and other lenders, the financing it had a commitment for at filing. Lenders agreed, if the Bankruptcy Court approves, to lend up to $250M of new money ($50M already advanced) plus up to $367.6M plus accrued interest to refinance existing loans, at LIBOR (1.5% floor) plus 8.50% or base rate plus 7.50%. New money is tied to the Clipper and Gomez #9 projects and to milestones; the loans fall due at the earliest of 18 months, 35 days after the interim order if no final order, or a confirmed plan's effective date, and are secured by first-priority liens on substantially all of ATP's property. The filing says nothing about what shareholders receive.

debt financing

NASDAQ told ATP on August 20, 2012 that its common stock will be delisted, citing the bankruptcy filing, concerns about the residual value of existing shareholders' interests, and the late Form 10-Q for June 30, 2012. ATP will not appeal; trading is suspended at the open on August 29, 2012, and the stock may then trade on the Pink Sheets or possibly the OTCBB.

listing compliance notice

On August 17, 2012 ATP filed for Chapter 11 in the Southern District of Texas, saying operations will continue as a debtor-in-possession. The filing triggered default or acceleration of the $1.5B 11.875% second lien notes, about $366M under the Credit Suisse credit agreement and about $35M under the June 2012 convertible note, with enforcement stayed. ATP has a commitment for $617.6M of DIP financing from existing senior lenders ($250M new money), and blames the Macondo blowout and the Gulf of Mexico drilling moratoria; the filing does not say what shareholders will receive.

bankruptcy or receivership

On June 20, 2012 ATP closed a $35M private placement with one institutional investor: an 8.0% unsecured convertible note maturing December 20, 2013, plus a warrant for 3,923,767 shares at $6.69. The note converts at $4.46 per share, or at 87% of market price if ATP pays installments in stock, so it can dilute existing shareholders; about $1.65M of expenses were incurred and ATP intends to use the proceeds for working capital. ATP also agreed to seek shareholder approval to issue more than 20% of its shares if needed.

capital raising announcement

On March 9, 2012 ATP again amended its Credit Suisse first lien term loan, allowing incremental loans up to the lesser of 10% of adjusted net tangible assets or $365M, less existing loans. Upon funding (conditions due by March 30, 2012), the rate on the existing loans changes from a fixed 9.0% to a floating LIBOR plus 7.25% (initially 8.75%), with 1% and 2% fees on the new loans. The press release says the expansion was set at $155M, and that ATP received about $60M from asset sales in March 2012 and expects over $100M more from sales scheduled to close that month.

security holder rights change

On February 19, 2011 ATP amended its June 2010 Credit Suisse first lien term loan to allow incremental term loans, capped at the lesser of 10% of adjusted net tangible assets or $210M, less existing loans. Once the new loans fund (conditions must be met by April 15, 2011), the interest rate falls from 11.0% to 9.0% and maturity moves from October 2014 to January 2015, with fees of 1% to lenders and 2% to a Credit Suisse affiliate. The press release says the facility grows from $150M to $210M and funds can be drawn after the 10-K is filed (expected around March 16, 2011).

security holder rights change

On September 24, 2010 ATP moved its ATP Titan floating platform (which began operating in March 2010 at the first Telemark Hub well) into a new wholly owned subsidiary, ATP Titan LLC, which borrowed under a term loan of up to $350M from CLG Energy Finance, an affiliate of Beal Bank Nevada. $150M was drawn at closing ($138.0M net of costs and discount); further draws of $100M, $50M and $50M are available as the second, third and fourth Telemark wells begin production. The loan costs LIBOR plus 8% (0.75% floor), matures September 2017, is secured only by the Titan assets and LLC's equity, and is not guaranteed by ATP. ATP says it will use the funds for developing its Gulf of Mexico and North Sea properties and for other corporate purposes, and it remains operator and 100% working interest holder at Telemark.

debt financing

On June 18, 2010 ATP signed a new Credit Suisse-led credit agreement for $150M of term loans at 11.0% interest, due October 15, 2014, with funding expected by June 30, 2010. Net proceeds are expected to be $144.3M after a $3.0M original issue discount and fees. The loans are secured by a first lien on at least 80% of its US proved reserves value and other assets. At the same time it ended the April 2010 JPMorgan revolving credit agreement, paying only $0.2M in commitment fees and expenses, so the $100M revolver put in place two months earlier is gone. The filing does not state the use of proceeds.

debt financing

The $1.5B 11.875% senior second lien notes due May 1, 2015 closed on April 23, 2010, as expected. ATP used the proceeds to pay off the June 2008 Credit Suisse term loans in full ($1,329,220,285.67 total, including $51.5M of accrued interest), and signed a new JPMorgan-led credit agreement with a $100M revolving commitment (up to $150M, due April 23, 2013) with first-lien security, ranking ahead of the new notes. The notes carry an exchange-offer obligation (to complete within 270 days or pay additional interest), and covenants limit further debt, dividends and asset sales. The old 2008 term loan covenant package is replaced.

debt financing

On April 19, 2010 ATP agreed to sell $1.5 billion of 11.875% senior second lien notes due 2015 at 99.531% of face value to initial purchasers led by J.P. Morgan, sold privately. The press release says net proceeds will repay the existing senior secured term loans in full, cover fees and for general purposes, alongside a new $100M senior secured revolver at closing (expected April 23, 2010). This would replace the 2008 Credit Suisse term loans that were amended in November 2009 and January 2010.

material agreement

On January 29, 2010 ATP made a second amendment to its term loans, allowing it to issue unlimited unsecured senior debt as long as 75% of net proceeds repay the term loans. It also added specified amounts (about $32.1M, $35.8M, $10.9M and $44.3M for four quarters, from March 2009 to March 2010) to the EBITDAX figure used in covenants, which the filing says are economic gains on property deals not counted under accounting rules. ATP paid $9.2M in fees. This opens a path to refinance the term loans (an inference, not stated).

security holder rights change

ATP amended its June 2008 Credit Suisse term loan agreement on November 2, 2009, loosening covenants from October 1, 2009 through December 31, 2010: net debt/EBITDAX limit 3.0 to 4.0, EBITDAX/interest 2.5x to 2.0x, current ratio 1.0 to 0.8. The price is higher interest (Tranche B-1 to 11.25% during the period, then 9.5%; Asset Sale Facility up a further 2.75% during the period), a 3% prepayment premium on some early Tranche B-1 repayments, and $12.6M in fees paid, with up to 1.0% more possible at June 30, 2010. The filing frames it as added flexibility; it does not state why it was needed.

security holder rights change

The June 2009 share sale was followed by a second raise: ATP sold 5,300,000 new common shares at $18.50 each (net about $93.4M), closing September 29, 2009, with an option for 795,000 more. It also privately placed 1,400,000 shares of 8.00% convertible perpetual preferred stock at $100 each (net about $135.5M), convertible at an initial $22.20 per share (about 6.3M common shares in total). Both dilute existing holders, and the preferred carries an 8% dividend (when declared) and limits on common dividends/buybacks if preferred dividends go unpaid. The press release says proceeds are meant for capital spending (primarily Telemark), debt reduction and general purposes.

capital raising announcement

On June 11, 2009 ATP signed an underwriting agreement with J.P. Morgan Securities to issue and sell 8,750,000 new common shares, with an option for underwriters to buy up to 1,312,500 more, under a shelf registration filed May 29, 2009 and amended June 9. Closing was expected June 17, 2009. The filing gives no price or use of proceeds, so how much ATP raises is not stated here; issuing shares dilutes existing holders.

material agreement

On December 18, 2008 ATP closed the sale of part of its UK North Sea Tors and Wenlock interests to EDF for £258.2M cash (about $388.9M) net of brokers' fees, with EDF also assuming future abandonment liabilities. This completes the deal announced in October 2008. The pro forma statements assume about $273M of debt is paid down under the term loan's 75% proceeds requirement, which would cut long-term debt to about $1.33B, and they show one-time charges for settling fixed price forward contracts and losing hedge accounting. Pro forma figures also show oil and gas properties falling by roughly $346M net and nine-month 2008 revenue falling from $537.1M to $462.7M.

asset acquisition disposition

On October 23, 2008 ATP's UK subsidiary signed an agreement to sell EDF Production UK 80% of its working interests in the Tors and Wenlock North Sea fields for £265M (about $430M), effective July 1, 2008, with closing expected by December 31, 2008 subject to UK regulatory approval. EDF also received an option to buy the remaining 20% for at least £72.39M, exercisable after the later of December 1, 2008 or closing, and for 60 days after that. ATP UK stays operator; Bulmahn says proceeds will reduce debt, fund the 2008-2009 development program and other purposes, and ties the sale to the asset monetization program launched in June 2008 with Scotia Waterous. This puts the Asset Sale Facility from the June 2008 loan to use, and the North Sea assets are being sold.

material agreement

Effective June 27, 2008 ATP took new senior secured term loans from a Credit Suisse-led group: $1.05B maturing July 2014 and a $600.0M 'Asset Sale Facility' maturing January 2011, at LIBOR+5.25% (LIBOR floor 3.25%) with a 2.5% original issue discount, plus a $50.0M revolver (can rise to $100.0M). Proceeds refinance the $1.2B senior term loan due April 2010 and the $210.0M subordinated notes due September 2011, and go to general purposes. The loans are secured by substantially all Gulf of Mexico oil and gas assets and 65% of the stock of the UK and Netherlands subsidiaries; covenants include a maximum net debt/EBITDAX of 3.0x, and at least 75% of asset sale proceeds must repay the Asset Sale Facility. This replaces the earlier first lien and the 2007 subordinated loan, pushing out maturities at a higher rate.

debt financing

On April 7, 2008 ATP's audit committee, after a competitive bid process, appointed PricewaterhouseCoopers as auditor for 2008 and dismissed Deloitte & Touche, which had served since 2004. Deloitte's report said ATP did not maintain effective internal control over financial reporting at December 31, 2007 because of a material weakness; its audit opinions on the 2006 and 2007 financial statements were not adverse or qualified, and the filing states there were no disagreements. PwC's appointment goes to shareholders for ratification at the 2008 annual meeting.

auditor change

On November 15, 2007 ATP signed an underwriting agreement with Howard Weil and Johnson Rice to sell 5,000,000 common shares to the public at $47.00 each, off the shelf registration filed in October and amended in November. Chairman and President T. Paul Bulmahn, as selling shareholder, also gave the underwriters an option over up to 750,000 of his own shares for over-allotments; ATP gets no proceeds from his sales. The press release says about $56M (25% of net proceeds) must go to prepay term loans under the credit agreement (lenders may decline, and ATP may keep declined amounts), with the rest for drilling and development (a possible second MinDOC at Telemark, possible wells at Wenlock, Canyon Express and Green Canyon 37) and general purposes. This is the stock offering that followed the shelf filings of Oct-Nov 2007, and it adds new shares to the share count after the 2007 debt raises.

material agreement

On September 14, 2007 ATP enlarged the September 7 subordinated loan from $160.0M to $210.0M on the same terms (11.25%, due September 7, 2011). Net proceeds of the extra amount were $47.5M after $2.5M of discount, fees and expenses, and the expected all-in rate is about 15.3% if held to maturity. The press release attributes the increase to strong demand.

debt financing

On September 7, 2007 ATP took on a $160.0M unsecured subordinated loan from Credit Suisse and other lenders at 11.25% interest, maturing September 7, 2011, and ranking behind the senior credit agreement. Net proceeds were $146.3M after $13.7M of discount, fees and expenses. ATP expects the all-in cost, including non-cash charges, to be about 15.6% if held to maturity. The money is for near-term development, acquisitions and general purposes. This adds a new layer of debt on top of the senior loan.

debt financing

On March 23, 2007 ATP amended its Third Amended and Restated Credit Agreement (dated December 28, 2006), adding $375.0M of first lien term loans at LIBOR+3.5%. Of that, $8.5M goes to fees and the $175.0M second lien term loan (LIBOR+4.75%) is repaid in full. Net cash to ATP was $191.5M, and total borrowings rose by a net $200.0M to $1.262 billion. The press release says the money is mainly for 2007 acquisitions and development, including Anduin, Aconcagua, Camden Hills and more of the Canyon Express Pipeline, and that the deal pre-agrees a possible MLP structure of up to $500M. This continues the pattern of repeated debt increases.

material agreement

On June 22, 2006 ATP restated its Credit Suisse term loan, raising it from $350.0M to $525.0M by borrowing another $178.5M (net $167.4M after $11.1M of fees). The interest margin falls from LIBOR+5.50% to LIBOR+3.25%, maturity stays April 14, 2010, and the loan now amortizes 1% a year. The debt-to-reserves test that ATP had needed a waiver on in December 2005 is eliminated and replaced by a minimum reserve coverage ratio of 3.0x. The amendment also permits limited common stock buybacks and cash dividends on the preferred, and raises limits on acquisitions and on North Sea funding. The press release says the money is for developing newly acquired properties (Mirage, Morgus, Green Canyon 37) and for acquisitions. This resolves the open covenant retest thread but increases debt.

material agreement

On March 20, 2006 ATP privately sold 150,000 shares of new 12 1/2% series B cumulative perpetual preferred stock at $1,000 each, raising $150.0M gross and paying $4.50M in placement commissions. Like the August 2005 series A preferred, it is not convertible into common stock, so it adds a second preferred class to the share structure. The filing does not say how the money will be used.

capital raising announcement

On October 19, 2005 ATP agreed to buy the Rowan Midland mobile offshore drilling unit from Rowandrill, Inc. for a net $50M, to be converted into a floating offshore production unit. It paid a $10M deposit at closing, then $1,050,000 a month for 15 months, with the balance due January 31, 2007 (prepayable without penalty). Until then the vessel is chartered to ATP for its Gulf of Mexico production operations.

debt financing

On September 21, 2005 ATP bought BP's 55% working interest in the Kings Peak leases (Mississippi Canyon 173/217 and Desoto Canyon 133/177) in the Gulf of Mexico, plus BP's 19.25% share of the Canyon Express Pipeline System, for $18.6M cash. ATP will operate the field, which has two producing subsea wells. The company is still deciding whether it must file financial statements for the properties.

asset acquisition disposition

On August 2, 2005 ATP privately sold 175,000 shares of new 13 1/2% series A cumulative perpetual preferred stock at $1,000 each, raising $175.0M gross and paying $5.25M in placement commissions. The preferred is not convertible into common stock. It ranks as a new class of securities ahead of common shareholders in the share structure (inference: standard for preferred stock, not stated in the filing).

capital raising announcement

On April 14, 2005 ATP refinanced again with Credit Suisse First Boston: the first lien term loan was raised to $350.0M, the second lien was terminated, margins were cut (LIBOR margin 6.25% to 5.50%), and maturity was extended to April 2010. Borrowings rose by $132.1M, giving $117.8M net proceeds after interest and fees. The press release ties the extra cash to Gulf of Mexico development and acquisitions and North Sea work at The Tors and Cheviot. This continues the 2004 loan amendments, with more debt outstanding.

material agreement

ATP sold 4,000,000 new common shares at $14.00 each in a private placement to accredited investors, closing December 1, 2004, for about $53.2M net after $2.8M in placement fees. Chairman T. Paul Bulmahn separately sold 435,857 of his own shares in the offering, with no proceeds to the company. New shares increase the share count, and the company must file a resale registration statement within 30 days of closing.

capital raising announcement

On September 24, 2004 ATP and Credit Suisse First Boston amended the March 2004 first lien ($150.0M) and second lien ($35.0M) term loans. The first lien grew by $35.0M (to $185M per the press release), interest margins were cut (LIBOR margin 9.5% to 6.25%, 2% LIBOR floor removed) and covenants were loosened. ATP also bought back 1,926,837 of the 2,432,336 warrants (struck at $7.25) for $6.00 each, up to $11.6M, which the company says reduces dilution; net new cash was $18.4M.

material agreement