Each one in plain English, with the numbers worked through for a shareholder.
25 Feb 2011debt financing▲ GoodMajor
On February 23, 2011 Brigham signed a Fifth Amended and Restated Credit Agreement with Bank of America and other lenders: up to $600 million of revolving borrowing, a current borrowing base of $325 million (up from $145M under the prior agreement), a five-year maturity, secured by substantially all proved oil and gas properties. Covenants require a current ratio of at least 1.00 to 1 and net leverage no higher than 4.00 to 1. The same filing furnishes press releases on fourth-quarter and full-year 2010 results and year-end 2010 reserves, but the text of those releases is not included, so no figures are given here.
Brigham filed Amendment No. 1 to its December 2010 exchange-offer registration for the $300 million 8.750% Senior Notes due 2018. The amendment only changes exhibits (5.1, 23.1, 99.1, 99.3, 99.4) and the indemnification section; the filing states no other changes. It is a procedural step with no new financing or terms.
On December 15, 2010 Brigham filed a registration statement for the exchange offer on its $300 million 8.750% Senior Notes due 2018, as promised in the September registration rights agreement. Holders can swap unregistered notes for registered ones with substantially identical terms, and Brigham receives no proceeds. It is a procedural step on the new notes, not a new financing.
12 Oct 2010material agreement termination● NeutralMajor
On October 8, 2010 Brigham redeemed the last $5.6 million of its 9 5/8% Senior Notes due 2014 at 104.813%, after buying $154.4 million earlier through the tender offer. All of those notes were paid off with proceeds from the new 8 3/4% notes due 2018, and the old indenture was terminated. This resolves the long-running 2014 notes thread, including the exchange offers that had been open in earlier filings.
The $300 million 8 3/4% Senior Notes due 2018 closed on September 27, 2010, with interest paid April 1 and October 1 and maturity October 1, 2018. Holders of $154.376 million (96.49%) of the 9 5/8% notes due 2014 tendered, receiving $168.4 million in total, and the indenture was amended to remove most restrictive covenants. Brigham called the remaining $5.624 million for redemption on October 8, 2010 at $1,048.13 per $1,000. It also owes a registered exchange offer for the new notes, with the registration statement due within 210 days.
On September 16, 2010 Brigham agreed to sell $300 million of 8.75% Senior Notes due 2018 to initial purchasers (Credit Suisse and Banc of America) at 100% of face, upsized from the $250 million announced on September 13. Closing was expected September 27, 2010, with a promise to later offer a registered exchange for the notes.
On September 10, 2010 Brigham amended its credit agreement (Seventh Amendment) to allow new senior notes, and on September 13 announced a planned $250 million offering of senior notes due 2018. At the same time it launched a cash tender offer for all $160 million of its 9 5/8% Senior Notes due 2014 plus a consent solicitation to loosen that indenture. Leftover proceeds are meant for part of the 2011 capital budget and general purposes. The amendment also bars scheduled principal payments on senior notes before maturity unless credit-agreement advances are repaid, and Brigham agreed not to request further advances until the next borrowing base redetermination.
On April 7, 2010 Brigham agreed to sell 14,000,000 new common shares to underwriters led by Credit Suisse and Jefferies, with a 30-day option for up to 2,100,000 more. This is a further share sale following those of May and October 2009 and would dilute existing holders. The filing gives no price, proceeds or use of funds.
On October 21, 2009 Brigham agreed to sell 16,000,000 new common shares to underwriters led by Credit Suisse and Jefferies, with a 30-day option for up to 2,400,000 more. This is a second share sale after the May 2009 one and would dilute existing holders. The filing gives no price, proceeds or use of funds.
Brigham furnished an August 26, 2009 press release giving an operational update. The filing itself contains no figures or details; the content is only in the exhibit, which is not reproduced here.
On July 24, 2009 Brigham signed a Fifth Amendment to its credit agreement that extends maturity to July 24, 2012 and changes the financial covenants (an interest coverage minimum and a new net leverage maximum). It must keep $10 million of liquidity until its preferred stock is redeemed in October 2010, expires, or the maturity is extended past July 24, 2012. This continues the credit facility thread; the filing mentions preferred stock, which the earlier context did not show.
On May 19, 2009 Brigham agreed to sell 32,000,000 new common shares to underwriters led by Credit Suisse and Jefferies; the underwriters then bought 4,292,117 more shares from their option, for 36,292,117 shares in total and about $93.7 million of net proceeds. Existing shareholders are diluted by the new shares. The filing does not state what the money will be used for.
On November 7, 2008 Brigham signed a Third Amendment to its senior credit agreement with Bank of America and other lenders, raising the borrowing base from $135 million to $145 million. It also restated the interest pricing grid, revised the Base Rate definition, and added rules excluding defaulting lenders from lender votes. This continues the credit facility (borrowing base was $101 million in March 2007).
On July 31, 2008 Brigham agreed with DLJ Merchant Banking Partners III and affiliates (the CS Entities, owning about 16.3% of its common stock) to remove their right to nominate a board member, under the 2000 Securities Purchase Agreement. The CS Entities also agreed not to vote more than 9.99% of the outstanding shares. For other shareholders, this limits the voting power of the company's largest holder named in the filing and ends its board seat right.
Brigham filed a registration statement to let holders swap the $35 million of unregistered add-on 9 5/8% Senior Notes due 2014 (issued April 9, 2007) for identical registered notes, as the registration rights agreement requires. It receives no proceeds. The text shows 2006 revenue of $106.3 million, net income of $19.8 million (versus $27.4 million in 2005), proved reserves of 146.5 Bcfe and average production of 36.8 MMcfe per day, up 11% from 2005.
Brigham sold an additional $35 million of its 9 5/8% Senior Notes due 2014 on April 9, 2007, priced at 99.5% of face to yield 9.721%, raising the total of these notes to $160 million. It plans to use the net proceeds to repay senior credit agreement borrowings and for general purposes, with no increase to its announced capital budget. A March 27, 2007 amendment to the credit agreement allowed the add-on and set the borrowing base at $101 million (the context's last figure was $50 million). The new notes carry a registration rights agreement requiring an exchange offer to be effective within 180 days of April 9, 2007.
On November 29, 2006 Brigham signed an Amended and Restated Indemnity Agreement with all its directors and officers, keeping the earlier indemnification protections and adding clarification of the indemnification process and procedure. The filing gives no dollar amounts and no other business change.
Brigham filed Amendment No. 1 to its June 2006 registration statement for swapping the $125 million of unregistered 9 5/8% Senior Notes due 2014 (issued April 20, 2006) for identical registered notes. It receives no proceeds; the SEC had not yet declared it effective and the expiry date of the offer is blank. This continues the open exchange-offer thread, which is not yet resolved.
Brigham filed a registration statement to let holders swap the $125 million of unregistered 9 5/8% Senior Notes due 2014 issued in April 2006 for identical registered notes, as required by the registration rights agreement. It receives no proceeds. The text shows 2005 revenue of $97 million, net income of $27.4 million, proved reserves of 133.2 Bcfe and average production of 33.1 MMcfe per day, and mentions the Bakken acreage and two Southern Louisiana joint ventures announced in February 2006.
Brigham dismissed PricewaterhouseCoopers and hired KPMG as its auditor for 2006. The filing says there were no disagreements with PwC, and its reports had no adverse opinion. The only reportable event was the December 31, 2004 material weakness over depletion expense, which relates to the 2005 restatement; the company said controls were effective at the end of 2005.
19 May 2006material agreement termination● Neutral
On April 20, 2006 Brigham used the note proceeds to repay the $30 million outstanding under its Royal Bank of Scotland subordinated credit agreement and then terminated it. It also terminated an interest rate swap that had fixed the rate on $20 million of borrowings at 7.6%. This carries out the plan announced in the April notes filing.
Brigham issued $125 million of 9 5/8% Senior Notes due May 1, 2014 (priced at 98.629% of face, yielding 9 7/8%) and amended its senior credit agreement, cutting the borrowing base to $50 million. It intends to use part of the proceeds to repay all senior credit borrowings and terminate the Royal Bank of Scotland subordinated facility. This replaces the bank debt put in place in June 2005 with long-term fixed-rate notes, and the notes carry restrictions on extra debt, dividends and share repurchases.
The underwriters exercised their option to buy another 1,125,000 shares on November 29, 2005, and Brigham used the proceeds to buy back 1,125,000 shares from Credit Suisse First Boston-affiliated funds at $11.46 per share on December 2. This completes the offering-and-repurchase sequence begun in November.
28 Nov 2005asset acquisition disposition● NeutralMajor
Brigham bought back 5,000,000 of its own shares at $11.46 each from funds managed by affiliates of Credit Suisse First Boston, paying for it with part of the proceeds of the 7,500,000-share sale. This follows the November share offering and offsets part of the new shares issued.
Brigham signed an underwriting agreement to sell 7,500,000 new common shares to the public at $12.00 per share, with Raymond James and RBC Capital Markets among the underwriters. This adds shares to the count, so existing holders own a smaller slice. The filing does not say how the money will be used.
Brigham bought leases covering about 46,000 net acres in the Bakken play in North Dakota for $4.6 million from Zavana, Palace Exploration and Zenco, with a 100% working interest in the Bakken formation there. The company said it could drill 63 to 126 wells if successful and plans its first Bakken well as early as late 2005. The same release announced an apparent Lower Frio discovery at the Imhoff #1 in its Alamo joint venture (Brigham 75%, Sempra 25%) and gave a drilling update, adding to the existing conventional program.
Brigham's compensation committee approved a grant of 67,650 shares of restricted stock to non-officer employees under the 1997 Incentive Plan on October 10, 2005. The shares vest over five years and may fully vest after a change of control. This is a routine employee compensation grant.
On June 29, 2005 Brigham again amended its credit facilities. The senior facility now allows up to $200 million with an $80 million initial borrowing base (previously $100 million and $72 million), and runs to as late as June 29, 2010, with Bank of America as administrative agent. The subordinated facility increased to up to $40 million; Brigham borrowed an additional $10 million at closing, taking subordinated borrowings from $20 million to $30 million, with another $10 million available to draw until December 29, 2006. This follows the January 2005 refinancing.
Brigham amended its March 21 filing to clarify the scope of the restatement: it will restate full-year 2003 and 2002 statements in its 2004 annual report, while 2004 and 2003 quarterly data will be shown as revised supplemental information, and restated 2004 quarterly statements will appear in the 2005 Forms 10-Q. This narrows what the earlier filing said about restating the quarterly statements.
