Each one in plain English, with the numbers worked through for a shareholder.
30 Oct 2013debt financing▲ Good
On October 28, 2013 the company signed a Fourth Amendment to its Wells Fargo credit agreement, raising lender commitments from $350 million to $400 million and the borrowing base from $350 million to $425 million. It also relaxes the maximum leverage ratio for an additional six months and lets the agent replace a lender who refuses to approve a borrowing base increase that two-thirds of commitments approved. This continues the series of amendments that began with the May 2013 increase to $350 million.
The company filed a registration statement offering to swap its $775 million of 8.500% senior notes due 2020 (issued privately April 24, 2013) for identical notes registered with the SEC. This fulfils the registration rights promised when the notes were issued; the company receives no cash and the notes' terms are substantially identical apart from the removal of transfer restrictions and extra-interest provisions. The text is truncated, so the exchange expiry date and results are not shown.
On May 30, 2013 the company signed a Third Amendment to its credit agreement with Wells Fargo as agent, raising total lender commitments from about $275 million to $350 million. It also updates the agreement for Dodd-Frank hedging rules and changes the form of promissory note. This builds on the credit facility set up in September 2012 and amended in April 2013.
On April 24, 2013 the company issued the $775 million 8.500% senior notes due May 1, 2020, unsecured and guaranteed by subsidiaries, with interest from Nov 1, 2013. It also issued 10,000,000 common shares to Magnum Hunter in connection with the Eagle Ford Hunter acquisition closing, and agreed to register them for resale. Magnum Hunter can require the company to use part of the proceeds of future stock offerings to buy back some of those shares (up to 50% before and 25% after the registration statement is effective). A fifth supplemental indenture for the 2016 notes was signed in connection with the tender offer. The text provided is truncated, so the full closing terms and tender results are not shown.
On April 10, 2013 the company signed the purchase agreement with RBC Capital Markets, as representative of the initial purchasers, to sell $775 million of 8.500% senior notes due 2020, expected to close April 24, 2013. It also signed a Second Amendment to its credit agreement allowing hedging on the assets to be acquired and waiving, from the acquisition closing, the automatic borrowing base reduction for up to $350 million of the notes. This continues the financing of the Eagle Ford Hunter purchase.
This filing attaches the Eagle Ford Hunter purchase agreement and its April 8, 2013 amendment, which adds a form of standstill agreement. It also attaches the parent guarantee and a press release saying the company priced an upsized $775 million of 8.50% senior notes due 2020, up from $400 million. About $400 million of the proceeds plus $40 million of equity go to the acquisition, about $330 million to a planned tender offer for the 10.375% notes due 2016, and the rest to repay revolver borrowings. The notes are redeemed at par if the acquisition does not close by June 30, 2013. The revolver borrowing base is stated to drop from $300 million to $188.8 million until closing, then be $276.3 million.
Penn Virginia agreed on April 2, 2013 to buy Eagle Ford Hunter, Inc. from Magnum Hunter Resources for about $400 million, with up to $40 million payable in Penn Virginia shares and the rest in cash. A $10 million deposit is paid, closing is scheduled for May 2, 2013, and a $25 million termination fee applies in certain circumstances. The company plans to fund it with debt, equity and cash, and has a bridge commitment of up to $250 million from Royal Bank of Canada and WF Investment Holdings. Lenders under the Sept 2012 credit agreement amended it to permit the deal. The press release says the deal adds about 19,000 net Eagle Ford acres (about 54,000 net in total) and about 12.0 million barrels of oil equivalent of proved reserves. This continues the Eagle Ford focus, and the company also said it will keep its Lavaca County interests it had been considering selling.
On October 18, 2012 underwriters exercised in full their option to buy 1,200,000 extra Penn Virginia common shares, closed October 22, 2012 for about $5.7 million of net proceeds. This adds to the 8,000,000-share offering at $5.00 per share completed October 17, so shareholders are diluted by 9.2 million new shares in total; the filing does not state what the money will be used for.
On September 28, 2012 Penn Virginia replaced its August 2011 JPMorgan credit agreement with a new Wells Fargo-led five-year secured revolver: $300 million commitments, $300 million initial borrowing base (the release says $70 million higher than before), maturing September 28, 2017. The leverage cap stays at 4.5x through December 31, 2013, then eases to 4.25x through June 30, 2014 and 4.0x after. The release says $77 million was drawn, about $4 million cash was on hand after a $32 million tax refund, and cash plus availability is about $225 million.
The $100.0 million sale of the Kentucky, Virginia and West Virginia assets to EnerVest closed on July 31, 2012. An amendment signed at closing excluded some assets subject to exercised preferential purchase rights or missing assignment consents; the filing does not say how that changes the price.
On July 16, 2012 Penn Virginia agreed to sell all its Kentucky, Virginia and West Virginia oil and gas assets to EnerVest funds for $100.0 million cash, with closing expected before mid-August. The press release says the properties made about 20 MMcfe/day in June 2012 (almost all gas), carried 105.7 Bcfe of proved reserves at year-end 2011, and that proceeds help fund 2012 capex, reduce debt and fund Eagle Ford investment. It also says the Canonsburg office will close and that the Mid-Continent assets will be kept after bids were unacceptable, reversing the earlier plan to sell them.
On January 11, 2012 Penn Virginia amended its August 2011 JPMorgan-led credit agreement to widen how much of its production it may hedge. Hedging can now be based on total proved reserves (including undeveloped) and can cover natural gas liquids, rather than the lesser of proved developed and total proved limits. The filing gives no changes to size, pricing or maturity.
On August 31, 2011 Penn Virginia closed the sale of substantially all its Arkoma Basin assets and certain other Mid-Continent assets (Oklahoma and Texas counties) to Unit Petroleum for $30.5 million cash, subject to adjustment for a July 1, 2011 effective date. This completes the sale announced in the August 2011 agreement; the company says proceeds will help fund its 2011 capital plan and general purposes, and per the earlier terms the credit facility borrowing base now falls $20 million. Pro forma figures in the filing show cash rising about $28.7 million and property falling about $30.3 million.
On August 5, 2011 Penn Virginia and JPMorgan partly cancelled the stock hedge and warrants tied to the 2012 convertibles, which had been mostly bought back in April. The call options were cut from 230,000 to 4,915 and the warrants from 1,593,072 to 34,043 shares, with JPMorgan paying the company $30,000. Completed August 10, 2011. This tidies up the convertible refinancing.
On August 2, 2011 Penn Virginia replaced its November 2009 credit agreement with a new five-year secured revolver (JPMorgan as agent): $300 million of commitments, an initial $400 million borrowing base, and an option to add up to $300 million. The leverage limit is 4.5x debt to EBITDAX, dropping to 4.0x from periods ending on or after September 30, 2013. The press release says nothing was drawn at June 30, 2011 and the borrowing base falls by $20 million when the Mid-Continent sale closes.
On July 28, 2011 Penn Virginia agreed to sell substantially all its Arkoma Basin assets and some other Mid-Continent assets to Unit Petroleum for $30.5 million in cash, with closing expected around August 31, 2011. The company says the assets produce about 7.8 MMcfe/day (about 97% gas) and plans to use proceeds for its 2011 capital spending and general purposes, citing a shift of spending toward oil and liquids such as the Eagle Ford. The filing also records director pay changes (committee meeting fees eliminated, directors may elect shares or deferred units from 2012) and a code of ethics edit removing references to the PVG/PVR businesses divested in June 2010.
On April 13, 2011 Penn Virginia issued the $300 million of 7.25% senior notes due 2019, unsecured, with interest paid each April 15 and October 15 starting October 15, 2011. The tender offer for the 2012 convertibles expired April 12 with about $225.1 million (about 98%) accepted for roughly $233.0 million plus about $4.2 million accrued interest, leaving about $4.9 million of convertibles outstanding. This completes the refinancing started in March.
Penn Virginia priced an upsized $300 million offering of 7.25% senior notes due 2019 on April 5, 2011 (up from the $250 million planned), with estimated net proceeds of about $293.0 million. Part of the money is to fund the tender offer for the 2012 convertible notes, with the remainder for working capital; closing was expected April 13. The convertible tender offer was also extended to April 12, 2011, with about $225 million (about 98%) tendered as of April 5; the company said the lender consent condition was satisfied and it waived the financing condition. This continues the refinancing thread.
On April 4, 2011, about 98% of holders of the 10.375% Senior Notes due 2016 consented to loosen a covenant so the company can buy back the 2012 convertible notes, and the amendment was signed that day. The convertible tender offer was extended to April 11, 2011, with the noteholder consent condition now satisfied; about $225 million (about 98%) of the convertibles had been tendered as of April 4. The filing also lists net acres of 1,046.1 thousand at March 31, 2011, including 14.9 thousand in Eagle Ford, 56.1 thousand in Marcellus and 128.5 thousand in the Mid-Continent. This moves the refinancing thread forward but it is not yet complete.
On April 5, 2011 Penn Virginia amended its November 2009 credit agreement with JPMorgan as agent so it can issue up to $300 million of additional unsecured notes and use the proceeds to retire the 2012 convertible notes in its tender offer. The lenders also postponed a 30% borrowing base cut on $230 million of the new notes until the tender offer completes. The company also announced plans for a $250 million offering of senior notes due 2019, part of which would fund the tender offer, with the rest for working capital. This continues the convertible refinancing started in March.
On March 8, 2011 Penn Virginia launched a cash offer to buy back any and all of its $230 million of 4.50% Convertible Senior Subordinated Notes due 2012 at $1,027.50 per $1,000, plus accrued interest, with J.P. Morgan as dealer manager (fee $5 per $1,000 purchased). The stated purpose is to refinance the notes with new debt; the offer expires April 4, 2011 and depends on conditions including new debt financing and consent from revolver lenders and 10.375% 2016 noteholders.
9 June 2010asset acquisition disposition● NeutralMajor
Penn Virginia Corporation (the parent, which had been selling down its stake in Penn Virginia GP Holdings, 'PVG') completed the final part of its PVG exit on June 7, 2010. Subsidiaries sold 8,827,429 PVG units (22.6% limited partner interest) for about $139 million net, and handed over the general partner interest, giving up control. This matches the 8,827,429-share sale at $15.76 reported in the June 8 ownership filing. The company says it will book a gain and stop consolidating PVG; pro forma figures show total assets falling from about $3.08 billion to $2.05 billion and PVR LP's $618 million of debt coming off the books.
