BILL BARRETT CORP

BILL BARRETT CORP terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

BILL BARRETT CORP terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

BILL BARRETT CORP's exchange filed to remove a class of its securities from listing.

listing compliance notice

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 Bill Barrett is now a wholly owned subsidiary of HighPoint, its stock is being withdrawn from the NYSE with HighPoint trading as HPR from March 20, 2018, and it expects to stop SEC reporting.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.

business combination

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.

business combination

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.

asset acquisition disposition

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.

business combination

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.

capital raising announcement

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.

business combination

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.

material agreement

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.

security holder rights change

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.

material agreement

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.

capital raising announcement

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.

debt financing

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.

material agreement

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.

asset acquisition disposition

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).

material agreement

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.

asset acquisition disposition

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.

material agreement

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.

asset acquisition disposition

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.

material agreement

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.

debt financing

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.

debt financing

Bill Barrett amended its bank credit facility: commitments rise to $900 million (up to $1.75 billion possible, subject to conditions), the borrowing base rises to $1.1 billion, and maturity is extended to October 31, 2016. This delivers the larger borrowing base and longer term the company said in September 2011 it would seek. Margins fall, and the amendment permits cash dividends subject to conditions. Nothing was drawn as of October 18, 2011.

debt financing

Bill Barrett closed the $400 million 7 5/8% Senior Notes due October 1, 2019, which rank equally with its 5% convertible notes and 9.875% notes due 2016. Its credit facility borrowing base was reduced to $700 million (a 25% adjustment, $100 million, for the new notes), and the company says it intends to seek higher commitments and borrowing base and may seek to extend the facility.

debt financing

Bill Barrett priced a $400 million offering of 7 5/8% Senior Notes due 2019 at par, upsized from the $300 million first announced. Proceeds are intended to repay revolving credit facility borrowings and for general corporate purposes; closing is expected September 27, 2011.

debt financing

Bill Barrett replaced its credit facility with a Third Amended and Restated Credit Agreement: $700 million of commitments (expandable to $1.0 billion), an $800 million initial borrowing base and maturity on April 1, 2014. It is secured by at least 80% of proved reserves value and a pledge of subsidiary stock, and nothing was drawn as of March 16, 2010, so this replaces the earlier $600 million facility.

debt financing

Bill Barrett closed the $250 million 9.875% Senior Notes due July 15, 2016, guaranteed by its subsidiaries; the subsidiaries also became guarantors of the existing 5% Convertible Senior Notes due 2028. The credit facility borrowing base was cut from $600 million to $537.5 million, a 25% adjustment for the new notes ($62.5 million), as the filing describes.

debt financing

Bill Barrett signed an underwriting agreement to sell $250 million of 9.875% Senior Notes due 2016, upsized from the $200 million first announced. It plans to use the proceeds to repay its revolving credit facility, which funded the recent Piceance acreage purchase among other things (inference on the link); closing is set for July 8, 2009.

debt financing

Bill Barrett bought a 90% working interest in about 40,300 undeveloped acres of the former Naval Oil Shale Reserve #1 in Colorado's Piceance Basin for $60 million, paid by drawing on its credit facility, leaving $294 million available. The company says it expects the deal to add more than 2 Tcfe of probable and possible resources and hopes to begin development as early as next year; these are management expectations, and it also says some hurdles remain.

material agreement