Each one in plain English, with the numbers worked through for a shareholder.
29 Apr 2010debt financing● NeutralMajor
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.
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.
THE BESSEMER GROUP, INCORPORATED*, BESSEMER TRUST COMPANY, N.A.*, BESSEMER INVESTMENT MANAGEMENT LLC*, OLD WESTBURY REAL RETURN FUND reported no remaining ATP OIL & GAS CORP shareholding in its periodic institutional filing.
ALETHEIA RESEARCH AND MANAGEMENT, INC., IRS number reported a ATP OIL & GAS CORP shareholding of 5,078,283 shares (10.04% of votes) in a periodic institutional filing.
Centennial Energy Partners, L.L.C, Peter K. Seldin reported a ATP OIL & GAS CORP shareholding of 4,228,807 shares (8.36% of votes) in a periodic institutional filing.
4 Feb 2010security holder rights change● NeutralMajor
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).
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.
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.
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.
THE BESSEMER GROUP, INCORPORATED*, BESSEMER INVESTMENT MANAGEMENT LLC*, OLD WESTBURY REAL RETURN FUND disclosed a new substantial ATP OIL & GAS CORP shareholding (8.36% of votes).
Centennial Energy Partners, L.P., Centennial Energy Partners, L.L.C, Peter K. Seldin reported a ATP OIL & GAS CORP shareholding of 4,093,862 shares (11.40% of votes) in a periodic institutional filing.
