30 Mar 2018listing compliance notice▼ BadMajor
BILL BARRETT CORP terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
30 Mar 2018listing compliance notice▼ BadMajor
BILL BARRETT CORP terminated the registration of a class of securities, ending its reporting obligation for them.
20 Mar 2018listing compliance notice● NeutralMajor
BILL BARRETT CORP's exchange filed to remove a class of its securities from listing.
19 Mar 2018business combination● NeutralMajor
The Fifth Creek merger closed on March 19, 2018. Each Bill Barrett share was converted into one share of HighPoint Resources Corporation (formerly Red Rider Holdco), 110,933,552 shares in total, while Fifth Creek's owners received 100,000,000 HighPoint shares. Bill Barrett is now a wholly owned subsidiary of HighPoint, its stock is being withdrawn from the NYSE with HighPoint trading as HPR from March 20, 2018, and it expects to stop SEC reporting. Alongside this, the credit agreement was amended (HighPoint became a guarantor and pledged its Bill Barrett shares), Fifth Creek was merged into Bill Barrett, and the Goldman Sachs at-the-market equity program (up to $100 million) was terminated. This resolves the merger thread from December 2017; all directors except Woodall were replaced by Wonstolen, and officers stay.
13 Feb 2018business combination● NeutralMajor
Bill Barrett filed its final proxy statement for a special shareholder meeting on March 16, 2018 to vote on the Fifth Creek merger agreed December 4, 2017. Each Bill Barrett share would convert into one share of the new holding company, and Fifth Creek's owner would receive 100,000,000 shares; the filing estimates existing holders would own about 52% and Fifth Creek's owner about 48%. The board unanimously recommends voting for the merger, and approval needs a majority of outstanding voting power. The vote also covers an advisory pay proposal, an adjournment proposal and an amendment to the 2012 Equity Incentive Plan.
29 Dec 2017asset acquisition disposition● NeutralMajor
Bill Barrett closed the sale of its remaining non-core Uinta Basin assets on December 29, 2017 to Lonesome Oil & Gas, LLC and Big West Exploration and Production LLC, for about $100 million in cash, subject to post-closing adjustment. This resolves the sale agreed on November 20 (about $110 million expected then, $103.0 million estimated closing cash), so the final cash figure is a bit lower; the company says proceeds go to general corporate purposes.
15 Dec 2017business combination▲ GoodMajor
On December 13, 2017, holders of a majority of both the 7% 2022 notes and 8.75% 2025 notes approved changes so the Fifth Creek merger will not count as a 'change of control'; Bill Barrett paid $1,668,975 in consent fees. On December 15 it completed the exchange of $50 million of 7% notes for 10,863,000 shares of common stock. This clears a debt hurdle for the merger announced December 4 and cuts the 2022 notes outstanding.
8 Dec 2017capital raising announcement● NeutralMajor
Bill Barrett sold 21,000,000 new shares to the public at $5.00 each through J.P. Morgan, closing December 8, 2017, for net proceeds of about $100.3 million. Underwriters hold an option for 3,150,000 more shares. The filing also fixes the 7% 2022 notes exchange at 10,863,083 shares for $50 million of notes. Both add to the share count, diluting existing holders. The filing does not state how the proceeds will be used.
6 Dec 2017business combination● Neutral
Bill Barrett announced a conference call and slide presentation on December 6, 2017 to discuss the planned business combination with Fifth Creek Energy. The filing contains no new financial figures or deal terms.
5 Dec 2017business combination● NeutralMajor
On December 4, 2017, Bill Barrett agreed to a merger with Fifth Creek Energy Operating Company under a new holding company, Red Rider Holdco. Each Bill Barrett share converts into one New Parent share, and Fifth Creek's owner (Holdings, tied to NGP) receives 100 million New Parent shares, so existing holders keep their shares but are heavily diluted in percentage terms (inference). Closing needs a Bill Barrett shareholder vote. The filing also discloses a $50 million exchange of 7% 2022 notes for common stock at 102% of par, planned consent solicitations from noteholders so the deal is not a 'change of control', and the Uinta sale's estimated closing cash of $103.0 million.
22 Nov 2017material agreement▲ GoodMajor
On November 20, 2017, Bill Barrett agreed to sell its remaining non-core Uinta Basin assets to unaffiliated third parties for about $110 million in cash, subject to adjustments, with closing expected on or before December 31, 2017. The assets produced about 2,300 Boe/d (91% oil) in Q3 2017. Management says the sale makes it a pure-play DJ Basin company; this completes the exit from Uinta assets, following the smaller Uinta sale agreed in 2015.
14 June 2017business combination● Neutral
Bill Barrett filed an amended registration statement (Amendment No. 1) on June 14, 2017 for the exchange offer on its $275 million 8.75% Senior Notes due 2025. Holders can swap the privately placed notes for registered ones with substantially identical terms. This continues the June 1 filing; the exchange offer is not yet complete, and it changes no terms for shareholders and raises no new money.
1 June 2017business combination● Neutral
Bill Barrett filed a registration statement on June 1, 2017 to swap its privately placed $275 million 8.75% Senior Notes due 2025 for identical notes registered with the SEC, as promised in the April 2017 note sale. Despite the business_combination label, this is not a merger; it changes no terms and raises no new money, and the guarantors are subsidiaries Aurora Gathering, LLC and Circle B Land Company LLC.
28 Apr 2017security holder rights change● NeutralMajor
On April 28, 2017, Bill Barrett closed a $275 million private sale of 8.75% Senior Notes due June 15, 2025 and said it will use the proceeds, plus cash on hand, to redeem and repurchase all of its 7.625% Senior Notes due 2019 and all of its 5% Convertible Senior Notes due 2028, for which it has issued redemption notices. This resolves the open question on the 5% convertible notes (they are being redeemed) and replaces older debt with a new issue at a higher stated rate. The notes' covenants limit dividends and other distributions on common stock.
12 Dec 2016material agreement● NeutralMajor
Bill Barrett sold 15,525,000 new common shares in a public offering (13,500,000 plus the underwriters' fully exercised 2,025,000 option) at $7.40 per share to the public, managed by J.P. Morgan Securities, for net proceeds of about $109.7 million. Existing shareholders are diluted; the filing does not state what the money will be used for. This follows the 2015 statement that the at-the-market program was not being used.
3 June 2016capital raising announcement● NeutralMajor
On May 31, 2016, Bill Barrett agreed with an unaffiliated holder to swap $84.7 million of its 7.625% Senior Notes due 2019 for 10,000,000 new common shares, plus cash for accrued interest. This cuts that debt but adds shares, diluting existing shareholders.
29 Sept 2015debt financing● NeutralMajor
On Sept 23, 2015, Bill Barrett amended its bank credit agreement (fourth amendment): through March 31, 2018 the total debt limit is replaced by a cap on secured debt of 2.5x EBITDAX plus a minimum EBITDAX-to-interest ratio of 2.5x, and the borrowing base is reaffirmed at $375 million (down from $625 million before the Gibson Gulch sale), with nothing drawn. The company also announced a ~$27 million after-tax cash sale of non-core Uinta Basin properties (470 Boe/d, 17,632 net acres; expected to close by Nov 30, 2015), cut its DJ Basin rigs from two to one, lowered 2015 capex to $315-$325 million (from $320-$350 million), and raised 2015 production guidance to 6.3-6.5 MMBoe. It said it has issued no shares under the $100 million at-the-market program and does not currently expect to use it.
10 June 2015material agreement● NeutralMajor
Bill Barrett set up an at-the-market stock program with Goldman, Sachs & Co. on June 10, 2015, letting it sell up to $100 million of common stock from time to time at market prices. Any sales would add shares and dilute existing holders; the filing does not say how much will be sold. The company also announced a 2015 capital budget of $320-$350 million, mainly for its Denver-Julesburg Basin properties.
9 Apr 2015debt financing● Neutral
On April 9, 2015, Bill Barrett signed a third amendment to its credit agreement that extends the cash-netting treatment of debt through periods ending on or before December 31, 2016 and moves the facility's maturity to April 9, 2020 (or earlier, 181 days before certain unsecured notes mature). It also cuts the letter of credit commitment to $50 million, with an option to raise it by up to $50 million. No amounts were outstanding and the company reported covenant compliance.
11 Dec 2014debt financing● Neutral
Bill Barrett amended its credit agreement with JPMorgan as agent (effective September 30, 2014), so that for test periods ending September 30, 2014, December 31, 2014 and March 31, 2015, cash above $10 million can be netted against debt when no loans are outstanding. The company reported no borrowings outstanding as of December 5, 2014 and compliance with its financial covenants, consistent with the asset-sale proceeds having cleared the revolver.
3 Oct 2014asset acquisition disposition● NeutralMajor
The sale of Bill Barrett's remaining Gibson Gulch position (12,000 net acres plus producing wells and related facilities) to Vanguard closed on September 30, 2014. Total consideration before adjustments was $583.2 million, including about $36.1 million for the assumed compressor lease obligation and $22.1 million for relief of an asset retirement obligation. This is higher than the $525 million cash price in the September 16 announcement, because it includes these assumed items; it ends the company's Gibson Gulch involvement that began with the 2012 partial sale.
17 Sept 2014material agreement● NeutralMajor
Bill Barrett signed agreements on September 16, 2014 to sell or swap most of its Powder River Basin acreage and sell its remaining Gibson Gulch position in the Piceance Basin, with total value of $757 million including about $568 million cash. Gibson Gulch (12,000 net acres) goes to Vanguard for $525 million plus assumed obligations of about $36 million (compressor lease) and $84 million (gas gathering and transport commitments); 17,497 Powder River net acres are sold for $42.9 million, and 29,015 acres are swapped to Anschutz for 7,856 net acres in Northeast Wattenberg valued at $69 million. The company says it expects net debt to fall from $1.1 billion to about $450 million pro forma, and may record non-cash charges of about $128 million for pipeline contracts and about $100 million of estimated losses on sales. It follows the earlier Vanguard sale of an initial Gibson Gulch stake and moves the company toward oil in the Denver Basin; it still plans to sell its remaining Powder River position (17,649 net acres).
11 Dec 2013asset acquisition disposition● NeutralMajor
The West Tavaputs sale to EnerVest funds closed on December 10, 2013 under an amended agreement, with total consideration of $369.0 million before closing adjustments (including about $46.0 million for the buyer assuming the compressor lease financing obligation). This is slightly below the $371.5 million total announced in October; the filing does not say why. The pro forma statements assume $323.0 million of cash proceeds would pay down the revolving credit facility, which stood at $390.0 million at September 30, 2013.
25 Oct 2013material agreement● NeutralMajor
Bill Barrett agreed on October 22, 2013 to sell all its West Tavaputs (Uinta Basin) exploration, production and gathering pipeline assets to EnerVest-affiliated funds for $325.5 million cash, or $371.5 million total including about $46.0 million for the buyer taking over the compressor lease financing obligation. Closing is expected by December 31, 2013; the company may keep a $16.3 million deposit if the deal is terminated under certain circumstances. This is the company's second major asset sale after the December 2012 Vanguard sale, and it covers the West Tavaputs program that had been under repair after the compressor fire.
18 Mar 2013material agreement● Neutral
Bill Barrett amended its 2004 shareholder rights plan (a takeover defence) so that a qualified institutional investor filing the simpler Schedule 13G can hold 15% or more but under 20% of the stock without triggering the plan. The investor must have reported over 5% for six consecutive quarters as of March 18, 2013. This follows the recent run of large institutional holders appearing in the filings.
11 Feb 2013asset acquisition disposition● Neutral
This amendment to the January 3 report was filed solely to add unaudited pro forma financial statements showing the effect of the Vanguard sale. The sale terms are unchanged ($328.8 million received). The pro forma balance sheet assumes a $160.0 million credit facility paydown and removes about $357.7 million of net property.
3 Jan 2013asset acquisition disposition● NeutralMajor
Bill Barrett closed the Vanguard asset sale on December 31, 2012, receiving $328.8 million after preliminary adjustments (about $329 million per the press release). Proceeds paid off the $250 million revolver balance, with the rest going to 2013 development capital. The borrowing base was cut by $75 million to $825 million because year-end reserves exclude the sold properties. The release also updates repairs at West Tavaputs after a fire at the Dry Canyon compressor station: production is about 78 MMcfe/d, roughly 90% of the pre-fire rate.
5 Nov 2012material agreement● NeutralMajor
Bill Barrett agreed to sell non-core natural gas assets to an affiliate of Vanguard Natural Resources for $335.0 million before adjustments: all Wind River Basin gas properties, the Powder River Basin coal bed methane assets, and an initial 18% working interest in Gibson Gulch (rising to 26% in 2016), with Bill Barrett remaining operator. Closing is expected by December 31, 2012. The company keeps its Powder River Basin Deep oil play leases, and says proceeds go to debt reduction and reinvestment.
12 Mar 2012debt financing● NeutralMajor
Bill Barrett completed the $400 million 7% Senior Notes due October 15, 2022, which are unsecured and guaranteed by subsidiaries, ranking equally with its other senior notes. The credit facility borrowing base was reduced by $56.875 million, an adjustment tied to the portion of proceeds not used to repay the 5% convertible notes. This closes the offering announced on March 5.
8 Mar 2012debt financing● NeutralMajor
Bill Barrett priced and agreed to sell $400 million of 7% Senior Notes due 2022 at par, closing expected March 12, 2012. Proceeds are intended to repay revolving credit borrowings and for general corporate purposes, including repaying the $172.5 million of 5% Convertible Senior Notes due 2028 that the company assumes holders will require it to buy back on March 20, 2012.