Each one in plain English, with the numbers worked through for a shareholder.
19 Jan 2010material agreement● NeutralMajor
On January 14, 2010 Berry signed an underwriting agreement with Credit Suisse and J.P. Morgan for a public offering of 8,000,000 new Class A common shares, with an option for 1,200,000 more, with delivery expected January 21, 2010. This is the first new common stock in this record, so existing holders' stakes would be diluted. The company, directors and officers agreed not to sell other stock for 90 days. The filing does not state the price or use of proceeds.
On September 24, 2009 Berry signed a contract to sell all its Midway Sunset crude (about 12,600 barrels a day) to ExxonMobil Oil Corporation, effective October 1, 2009 through September 30, 2010. It follows the Tesoro contract that expires September 30, 2009, so Midway Sunset sales continue under a new buyer.
On August 14, 2009 Berry issued the $125 million of additional 10¼% notes due 2014 at 104.75% of par (about 9.00% effective yield), raising about $129 million net, used to pay down the revolver. The issue cut the borrowing base by about $31 million to about $938 million; on a July 31, 2009 basis about $425 million would be drawn with $509 million available. The notes now total $450 million, and the yield is lower than the roughly 12% on the May issue.
On August 11, 2009 Berry signed an underwriting agreement with Wells Fargo Securities for a further $125 million of its 10¼% senior notes due 2014, to be treated as one series with the $325 million issued in May. Berry agreed not to sell other debt over one year for 90 days without Wells Fargo's consent.
On May 27, 2009 Berry issued the $325 million of 10¼% senior unsecured notes due June 1, 2014 at 93.546% of par (about 12.00% effective yield), raising about $294 million net. The money repaid the $140 million second-lien loan taken in April in full and paid down about $154 million of the revolver. The notes' issuance cut the revolver borrowing base by about $81 million, then lenders added back $42 million after the second-lien repayment, leaving a base of about $969 million, with about $567 million drawn and $402 million available. This replaces the 11% second-lien debt and continues the 2009 refinancing.
On May 21, 2009 Berry signed an underwriting agreement with Wachovia Capital Markets, RBS Securities, BNP Paribas, SG Americas and Calyon Securities for a public offering of $325 million of 10¼% senior notes due 2014. Berry agreed not to sell other debt with a term over one year for 90 days without Wachovia's consent. The sale itself is reported in the next filing.
On May 19, 2009 Berry agreed to sell its East Texas gas gathering system (the pipes serving the East Texas gas properties bought in July 2008) to Velocity East Texas Gathering, LLC for $18.5 million cash, with a concurrent long-term agreement to gather its East Texas production. Closing is expected in June 2009 and is subject to conditions. The board also raised the 2009 capital budget by $32 million to about $132 million; the CEO said sale proceeds will partly offset the extra spending and that debt repayment for the rest of the year is still projected at about $60 million.
On April 27, 2009 Berry took a $140 million second-lien loan from Wells Fargo Energy Capital, maturing January 16, 2013, at LIBOR plus 800 basis points (minimum LIBOR 300 basis points, so 11%) and secured by second-priority liens. A third amendment to the main credit facility sets its borrowing base at $1.05 billion, and each dollar of second-lien debt cuts it by 30 cents, so it falls to $1.008 billion. Pro forma liquidity was about $275 million.
23 Mar 2009material agreement termination● NeutralMajor
Berry agreed on March 17, 2009 with bankrupt Big West of California to end its crude oil purchase contract effective March 16, 2009, subject to bankruptcy court approval expected around April 3; Berry reserved its right to seek damages for the default. It signed a replacement contract with Tesoro to buy all Midway Sunset crude (about 12,000 barrels a day) from April 1 to September 30, 2009. This follows the Big West write-off noted in the February credit amendment.
On February 19, 2009 all lenders approved a second amendment to the secured credit agreement that loosens the maximum debt-to-EBITDAX limit (4.75 through 2009, 4.50 through 2010, 4.0 through 2011) and excludes a $38.5 million bad debt write-off tied to the Big West bankruptcy from that calculation. In return, interest margins rise to 2.25%-3.0% and the unused-line fee rises to 0.50%; $4.5 million of amendment costs will be spread over the facility's remaining term.
On December 3, 2008 Calyon joined the secured credit facility with a $75 million commitment, and two existing banks added $12 million more. Total bank commitments are now $1.21 billion against a $1.25 billion borrowing base, and pro forma liquidity at November 30, 2008 was $288 million per the press release.
21 Nov 2008material agreement termination● Neutral
On November 19, 2008 Berry signed an employment agreement with COO Michael Duginski, with a three-year term, $320,000 salary and the same severance terms as the CFO's (1.5 times pay, 2.5 times after a change in control, plus parachute tax payments). It replaces his 2006 change-in-control severance agreement.
21 Nov 2008material agreement termination● Neutral
This amended filing records the November 19, 2008 employment agreement with CFO David D. Wolf, who joined in August 2008 from JPMorgan. It has a three-year term, $300,000 salary, a $150,000 initial cash bonus, and severance of 1.5 times pay (2.5 times after a change in control) plus tax payments on 'parachute' payouts. It replaces his earlier change-in-control severance agreement.
On November 13, 2008 Bank of Montreal joined the secured credit facility with a $35 million commitment, and three existing banks added $8 million more. Total bank commitments under the facility are now $1.123 billion, continuing the build-up of commitments after the October amendment.
On October 17, 2008 Berry amended its secured credit agreement, raising the borrowing base from $1 billion to $1.25 billion (commitments currently $1.08 billion), adding an option to lift commitments to $1.25 billion, and moving maturity a year earlier to July 15, 2012. It also cancelled the undrawn $100 million unsecured facility from July with no penalty, citing the larger borrowing base.
On July 30, 2008 Berry signed the $100 million unsecured revolving credit facility with Societe Generale and BNP Paribas that had been promised in the July commitment letter. It matures December 31, 2008, is usable only once the secured facility is fully drawn, and cannot be used for acquisitions.
16 July 2008asset acquisition disposition● NeutralMajor
On July 15, 2008 Berry closed the East Texas gas acquisition at an adjusted price of $653 million (including $32 million of closing adjustments), up from the roughly $620 million announced in June. It funded the deal with about $594 million drawn on a new five-year, $1.5 billion secured credit facility led by Wells Fargo, with a $1 billion borrowing base (up from $650 million) and about $75 million still available. Berry also has a commitment letter for a $100 million unsecured facility expected to be finalized by July 31, 2008.
On June 10, 2008 Berry agreed to buy natural gas properties on 4,500 net acres in Limestone and Harrison Counties, East Texas, from O'Brien Resources, SEPCO II, Liberty Energy, Crow Horizons and O'Brien II for about $620 million in cash. The properties have 335 billion cubic feet equivalent of proved reserves and would add about 32 million cubic feet equivalent per day from 100 producing wells. Berry also got a commitment letter from Wells Fargo, Societe Generale and BNP Paribas for a $1.5 billion secured credit facility with a $1 billion borrowing base to fund it; closing was expected in the third quarter.
On December 14, 2007 the board approved updated standard award forms for restricted stock unit grants to directors and officers under the 2005 Equity Compensation Plan, replacing the form filed in December 2005. The forms are filed as exhibits; no dollar amounts or grant sizes are given. Per the form, shares are delivered later, and undelivered shares go out in a lump sum on a change in control.
