Each one in plain English, with the numbers worked through for a shareholder.
17 Oct 2011business combination▲ GoodMajor
On October 17, 2011 Statoil ASA, through its subsidiary Fargo Acquisition Inc., announced under an Agreement and Plan of Merger dated that day a planned tender offer to buy all outstanding Brigham common shares. The offer has not yet started, and this filing gives no price or terms in its text (the merger agreement and Statoil press release are exhibits not reproduced here). This is a potential buyout of shareholders, not yet completed.
On August 10, 2011 Brigham filed the registration statement for the exchange offer on its $300 million 6 7/8% Senior Notes due 2019, ahead of the 210-day deadline. Holders can swap unregistered notes for registered ones with substantially identical terms, and Brigham receives no proceeds. It is a procedural step on the May 2011 notes, not new financing.
Brigham closed on May 19, 2011 the sale of $300 million of 6 7/8% Senior Notes due June 1, 2019 (upsized from the $250 million announced May 16), sold to purchasers at 98.125% of face. They are unsecured and guaranteed by domestic subsidiaries, with interest each June 1 and December 1 from December 1, 2011. Brigham must file a registered exchange offer within 210 days. This adds to the 2018 notes already outstanding; the filing does not state the use of the proceeds beyond the May 16 announcement.
On May 16, 2011 Brigham amended its February 2011 credit agreement so the permitted amount of senior notes can rise automatically, up to $600 million, when new notes are issued before the next borrowing base redetermination. It also announced plans to offer $250 million of senior notes due 2019 to fund parts of its 2011 and 2012 capital budgets and general purposes, and furnished a press release on drilling acceleration, acreage acquisition and a capital budget increase (details not in the filing text).
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.