Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
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.
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.
BILL BARRETT CORP shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
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.
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.
BILL BARRETT CORP shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).