Each one in plain English, with the numbers worked through for a shareholder.
4 Apr 2019regulatory community update● Neutral
Routine transfer-agent notices that Bellatrix will hold an annual general and special meeting for common shareholders, plus a separate meeting for holders of the 6.75% convertible debentures, both on May 23, 2019 in Calgary, with an April 16, 2019 record date. The notices also list a third exhibit for the Senior Unsecured Notes due 2020 (its content is not shown). The filing does not say what the special business or the debenture holders' meeting is about; a separate debenture holder meeting is unusual (inference), but the reason is not stated.
The NYSE told Bellatrix it has regained compliance with the minimum share price rule, because the average closing price exceeded US$1.00 for 30 consecutive trading days after a 5-for-1 share consolidation on July 6, 2017. This resolves the price-deficiency notice from August 2016. The consolidation means each shareholder holds one-fifth as many shares (per-share figures from before July 2017 are not comparable).
27 June 2017capital raising announcement▲ GoodMajor
Bellatrix closed the $34.5 million Strachan asset sale. The borrowing base was reconfirmed at $120 million (unchanged), giving about $105 million of available liquidity before letters of credit, with about $15 million outstanding on the credit facilities and no other debt maturities until 2020 and 2021. The 2017 net capital budget rises $15 million to $120 million (about four more net Spirit River wells, about 13 net wells in the second half), while 2017 production guidance stays at 34,500 boe/d average and 35,500 boe/d exit. This completes the sale announced June 14 and carries out the plan to reinvest less than half the proceeds.
14 June 2017asset acquisition disposition● NeutralMajor
Bellatrix signed an agreement to sell non-core assets in the Strachan area of Alberta for $34.5 million cash, with closing expected on or before June 30, 2017. The assets produce about 1,750 boe/d (70% natural gas) based on June month-to-date estimates. The company says it plans to review its 2017 capital budget after closing, put part of the proceeds into its Spirit River gas play to hold production guidance, and use the rest to reduce debt. This continues the pattern of asset sales to cut debt seen in 2016.
Routine transfer-agent notice that Bellatrix will hold its annual and special meeting on May 17, 2017 in Calgary, with an April 3, 2017 record date. The filing does not say what the special business is.
21 Dec 2016capital raising announcement▲ GoodMajor
Bellatrix closed the $80 million Harmattan sale, receiving about $65 million net cash and lending $15 million to the buyer (10% interest, secured by a first lien on the assets sold, 2-year term, at least 50% of the assets' net operating income going to repayment quarterly). Cash went to pay down bank debt. The borrowing base was set at $100 million, giving about $70 million liquidity, with an estimated $30 million drawn at December 31, 2016 and no other debt maturities until 2020 and 2021. This completes the sale announced December 5.
5 Dec 2016asset acquisition disposition● NeutralMajor
Bellatrix agreed to sell its southern Harmattan area assets to an unnamed TSX-listed company for $80 million: $65 million cash plus a $15 million vendor loan at 10% interest with a 2-year term. The assets produced 3,076 boe/d in Q3 2016 (58% liquids) and carry 12.1 mmboe proved reserves. Bank debt is expected to fall to about $30 million at year end, and the 2017 budget is planned for January 2017. Closing is expected before December 31, 2016.
Bellatrix closed the Pembina sale to InPlay, receiving $42 million cash (before adjustments) and 2,171,667 InPlay shares deemed worth $5 million, and repaid the $12.9 million term loan in full. This resolves the Nov 11 term facility deadline and the pending Pembina sale. Credit facilities were renewed at $130 million ($25 million operating plus $105 million syndicated), with maturity extended to October 1, 2017 (further extendable up to three years with lender consent). Bank debt is about $75 million, with about $55 million of available capacity, and no other debt maturities until 2020 and 2021. The share count received differs from the 16,666,666 InPlay shares in the September announcement; the filing does not explain why.
Bellatrix agreed a bought-deal private placement of 8,474,576 flow-through common shares at $1.18, raising $10 million, expected to close around October 27, 2016. The money partly funds drilling and completion spending for the rest of 2016, and Bellatrix must incur at least $10 million of eligible expenses by December 31, 2016. The new shares add to the share count (dilution, inference).
Bellatrix agreed to sell non-core Cardium assets in the greater Pembina area to InPlay Oil Corp. for $47 million: $42 million cash plus 16,666,666 InPlay shares deemed worth $5 million. The assets produce about 930 boe/d (74% oil and liquids); Bellatrix keeps rights above and below the Cardium. Cash is to repay the remaining $12.9 million term facility (the one due Nov 11, 2016) and cut the revolver, which would bring bank debt to about $78 million. Closing is expected before Nov 11, 2016 and depends on InPlay completing a reverse takeover. Full-year 2016 production guidance is trimmed to 36,000 boe/d from 36,250 boe/d.
9 Aug 2016asset acquisition disposition▲ GoodMajor
On August 9, 2016 Bellatrix closed the $112.5 million cash sale of a 35% interest in the Alder Flats deep-cut gas plant to Keyera Partnership, and the $80 million debenture and subscription receipt financing closed the same day. The debentures' maturity extends to September 30, 2021, and the receipts convert into common shares on a one-for-one basis. Net financing proceeds of about $76.0 million plus the sale proceeds go to pay down credit facilities; Bellatrix expects the revolver to fall to $160 million and the term facility to about $13 million, and expects to repay the term facility before November 11, 2016. This completes the pending sale and financing from July; the receipt conversion adds shares (dilution, inference). The underwriters' over-allotment option remains open for 30 days.
The NYSE told Bellatrix its shares averaged below US$1.00 over 30 consecutive trading days, a continued-listing breach. It has six months to cure, and the company says it intends to do so. The shares keep trading on the NYSE with a '.BC' marker from August 11, 2016, and the TSX listing and SEC reporting are unaffected.
19 July 2016capital raising announcement● NeutralMajor
Bellatrix announced a bought deal for $50 million of 6.75% subordinated convertible debentures (convertible at about $1.62 per share) and 25,000,000 subscription receipts at $1.20, about $30 million, for roughly $80 million in total, up to about $92 million with the over-allotment option. Each receipt becomes one common share only if the Alder Flats plant sale to Keyera closes, otherwise the money is returned. Proceeds will first repay bank debt. New shares and potential conversion dilute existing holders (inference).
Bellatrix completed its credit review effective July 15, 2016: total commitments are $365 million, made up of a $210 million revolving facility (maturing July 1, 2017, extendable) and a $155 million non-revolving term facility due November 11, 2016. The company aims to repay the term facility in full before it matures, and notes a $112.5 million sale of a minority interest in the Alder Flats plant to Keyera Partnership, expected to close in August 2016. It says completing that sale would cut bank debt about 44% from $359 million at March 31, 2016. This resolves the redetermination flagged in June and, as that release warned, leaves a debt deadline to meet.
Bellatrix agreed to buy Grafton Energy Co. I Ltd.'s interest in 18 gross wells in its Ferrier area (Grafton's pre-payout interest, earned under the $250 million joint venture), producing about 2,000 boe/d net to Grafton in May (79% gas), for $29.2 million paid entirely in 20,547,576 new Bellatrix shares. This is a new twist on the Grafton joint venture, and issuing shares means existing holders are diluted (inference). Separately, the lenders deferred the borrowing base review to June 30, 2016, and management expects the borrowing base to be cut, possibly below the amount currently drawn, with any excess becoming non-revolving and due before the May 30, 2017 maturity. An extension has been requested but lenders may refuse, and further acquisition and sale talks to reduce debt are under way with no assurance of a deal.
Routine transfer-agent notice that Bellatrix will hold an annual general and special meeting on May 18, 2016 in Calgary, with an April 4, 2016 record date. The word 'special' signals a non-routine item, but the filing does not state what it is.
Citing recent rapid declines in crude oil prices, Bellatrix cut its 2015 capital budget to $300 million from $400 million, which revises the December 1 figure, and lowered 2015 average production guidance to about 47,000-48,000 boe/d. Phase 2 of the deep-cut gas plant is deferred to Q4 2016 from Q2 2016 with no change in cost, and Cardium drilling will be limited to expiring leases and commitment wells. Phase 1 remains on schedule for July 2015, and the company says it achieved its 2014 exit guidance of 47,000-49,000 boe/d.
2 Dec 2014asset acquisition disposition▲ GoodMajor
Bellatrix sold minority interests in its Alder Flats deep-cut gas plant and related pipelines under construction: Keyera 35% and O'Chiese 5%, leaving Bellatrix with 60% and operatorship. The facilities are estimated at $230 million, and about $26 million of capital spent to year end is expected to be recovered immediately. Phase I is expected on stream July 1, 2015 and Phase II in Q2 2016. Bellatrix also secured firm processing capacity with Keyera at Strachan of 19 MMcf/d, rising to 30 MMcf/d on April 1, 2016, and plans one Second White Specks exploration well in the second half of 2015.
Bellatrix completed a roughly $118 million cash purchase of assets in its Alder Flats area (effective November 1, 2014) adding about 2,200 boe/d (80% gas, 20% liquids), and raised its 2014 exit guidance to 47,000-49,000 boe/d and 2015 average guidance to 49,000-50,000 boe/d. Separately it cut its 2015 capital spending guidance to $400 million from $450 million, citing recent commodity price changes. The release also states the borrowing base and credit facilities were increased to $725 million (announced November 26), a figure that did not include this acquisition.
Bellatrix signed a new multi-year joint venture with Canadian Non-Operated Resources Corp. (CNOR, managed by Grafton Asset Management), which commits $250 million, bringing total Grafton-related commitments to $500 million. CNOR pays 50% of drilling and related capital to earn 33% of Bellatrix's working interest until payout (its capital back plus an 8% return), then converts to a 10.67% gross overriding royalty. Funds are available now, but Bellatrix expects them to be spent mainly from 2016 through 2018. This builds on the earlier Grafton Fund 1 venture.
5 June 2014capital raising announcement● NeutralMajor
Bellatrix closed a bought deal of 18,170,000 common shares at $9.50 each, raising $172.6 million gross, including the underwriters' full use of the over-allotment option. Net proceeds will temporarily pay down credit facility debt, freeing up borrowing room to be redrawn for capital spending and general purposes, and the 2014 capital budget goes from $440 million to $500 million. The new shares dilute existing holders (inference).
Routine transfer-agent notice that Bellatrix will hold its annual general meeting on May 21, 2014 in Calgary, with an April 16, 2014 record date for notice and voting. The filing gives no agenda, so it says nothing about what will be voted on.
Bellatrix filed its required business acquisition report on the Angle deal, confirming completion on December 11, 2013 for $69.7 million cash, 30,230,998 Bellatrix shares and about $63.7 million for the Angle debentures (including accrued interest). Angle was producing 10,500 boe/d in September 2013 (58% oil and liquids), with management estimating 500 drilling locations and 228,280 net undeveloped acres. On closing Bellatrix's credit facilities rose to a $500 million borrowing base from $255 million ($50 million operating plus $450 million syndicated), revolving to June 24, 2014 subject to lender extension; pro forma figures show long-term debt of about $268 million at September 30, 2013. The filing states no plans for material changes in the business.
Filed only to attach the Articles of Amalgamation as an exhibit; the text shown contains no content or figures. Presumably it documents the amalgamation of Bellatrix and Angle completed December 11 (inference).
Bellatrix completed the Angle Energy acquisition on December 11, 2013, paying $69.7 million cash and about 30.2 million new Bellatrix shares for the Angle shares, and buying all the Angle 5.75% debentures ($60 million principal) at $1,040 per $1,000 plus accrued interest. Angle was amalgamated into Bellatrix and its shares are being delisted from the TSX; Keith Turnbull, a former Angle director, joins the Bellatrix board effective January 1, 2014. This resolves the October 15 pending acquisition; existing shareholders now hold a smaller share of a larger company (inference on dilution).
On December 10, 2013 the Angle arrangement received securityholder approval (Angle holders and debentureholders approved with over 99% of those voting), Bellatrix shareholder approval for the share issuance, and Alberta court approval. Completion was expected December 11, 2013. This clears the main remaining hurdles for the Angle deal announced in October.
Bellatrix closed the $240 million Ferrier Cardium joint venture with TCA Energy (Troika fund, Seoul) on November 11, 2013, ahead of the November 15 target. TCA contributes $120 million for an expected 63 gross wells, and Bellatrix received $16.7 million of net proceeds at closing, initially used to reduce debt. This resolves the pending Troika deal and succeeds the January Korean venture that failed.
5 Nov 2013capital raising announcement● NeutralMajor
Bellatrix closed its $175 million bought deal on November 5, 2013, selling 21,875,000 common shares at $8.00 each, with an over-allotment option for up to 3,281,250 more shares exercisable for 30 days. Proceeds are to fund the Angle acquisition, part of the Troika JV obligations and general corporate purposes. This resolves the financing left open in the October 15 announcement; the new shares dilute existing holders (inference).
Bellatrix filed the formal Angle Energy arrangement agreement and a material change report covering the October 15 announcements. Angle holders get $3.85 cash or 0.4734 of a Bellatrix share (cash capped at $69.7 million), and Bellatrix would issue about 30.2 million shares for it, plus the $175 million bought deal at $8.00 per share (21,875,000 shares, plus an over-allotment option of up to 3,281,250 shares). This fills in the terms that were truncated earlier: the offering proceeds first repay credit facility debt that is then redrawn for the cash part of the Angle purchase, the Angle debentures and part of the Troika JV obligations; share count after the deal is stated as 170,534,257. A mutual $17 million non-completion fee applies, and the deal still needs Bellatrix and Angle shareholder, court and exchange approvals, with a mid-December close expected.
Routine transfer-agent notice that a special meeting of Bellatrix shareholders will be held December 10, 2013 in Calgary, with a November 5, 2013 record date. The filing does not state the purpose; given the Angle deal needs a share-issuance vote, the meeting is likely for that (inference).
