Each one in plain English, with the numbers worked through for a shareholder.
2 May 2012debt financing● NeutralMajor
On May 2, 2012 Chaparral closed the $400 million 7.625% senior unsecured notes due Nov 15, 2022, priced at par. It received the required consents for its $325 million 8.875% notes due 2017 and signed a supplemental indenture removing most of their covenants. It also announced redemption of all 2017 notes left after the tender. This follows the April 18 purchase agreement; the filing states the proceeds are intended for the 2017 tender and redemption and general purposes, but gives no final tendered amount. A registered exchange offer is promised within 270 days.
On April 18, 2012 Chaparral agreed to sell $400 million of 7.625% senior notes due 2022 to initial purchasers led by Credit Suisse. The proceeds are intended to fund a tender offer and consent solicitation for, or redemption of, its 8.875% senior notes due 2017, plus general purposes. It also signed a Seventh Amendment (April 17) to its Eighth Restated Credit Agreement raising permitted additional debt by $75 million, and hired Credit Suisse as dealer manager. This repeats the 2011 pattern of refinancing the 2015 notes, now aimed at the 2017 notes; the filing states intent, not final tender results or the interest saving.
Chaparral filed Amendment No. 1 to its April 15 S-4 for the $400 million 8.25% senior notes due 2021, now showing an exchange offer expiry of May 27, 2011 unless extended. The terms are unchanged in the text shown: registered notes swap for the unregistered notes issued Feb 22, 2011, with no cash proceeds to Chaparral. The text shown does not describe any other change.
Chaparral filed Amendment No. 1 to its April 8 S-4 for the $300 million 9.875% senior notes due 2020, now showing an exchange offer expiry of May 27, 2011 unless extended. The offer terms are unchanged in the text shown: registered notes swap for the unregistered notes issued Sept 16, 2010, with no cash proceeds to Chaparral. The text shown does not describe any other change.
Chaparral filed a Form S-4 to offer registered 8.25% senior notes due 2021 in exchange for the $400 million of unregistered notes issued Feb 22, 2011, as promised when those notes were sold. The new notes' terms are substantially identical apart from transfer restrictions and registration rights, and Chaparral receives no cash proceeds. This is a procedural follow-up to the February refinancing with no new financing, and no effect on stockholders' ownership is stated in the text shown.
Chaparral filed a Form S-4 to offer registered 9.875% senior notes due 2020 in exchange for the $300 million of unregistered notes issued Sept 16, 2010, as promised in the registration rights agreement. The terms are substantially identical apart from the transfer restrictions and registration rights, and Chaparral receives no cash proceeds. It is a procedural step with no new financing, and the nature of the filing means no effect on stockholders' ownership is stated in the text shown.
On April 1, 2011 Chaparral amended its Eighth Restated Credit Agreement, extending maturity from April 12, 2014 to April 1, 2016 and reaffirming the $375 million borrowing base. Interest margins on Eurodollar loans fall from 2.50%-3.50% to 1.75%-2.75%, and on ABR loans from 1.625%-2.625% to 0.75%-1.750%. The total debt to EBITDAX covenant is removed, the net debt covenant is set at 4.50x through Dec 31, 2011 and 4.25x from March 31, 2012, and the cap on hedged volumes in the first year rises from 85% to 90% of projected proved developed producing production. This is cheaper and longer secured borrowing on the facility that replaced the older credit agreement.
On Feb 22, 2011 Chaparral closed the $400 million 8 1/4% senior unsecured notes due Sept 1, 2021, priced at par, with the first interest payment on Sept 1, 2011. Proceeds are to buy back any and all of the $325 million 8 1/2% notes due 2015 via the tender offer, redeem any left over, and cover general purposes. Holders gave the required consents, and a supplemental indenture removed most covenants and some default provisions on the 2015 notes. A redemption of any remaining 2015 notes was announced. This completes the refinancing begun Feb 7; the notes carry a 101% change-of-control put and a registered exchange offer within 270 days. The filing states intent to use the proceeds, not final tender results.
On Feb 7, 2011 Chaparral agreed to sell $400 million of 8.25% senior notes due 2021 to initial purchasers led by Wells Fargo Securities. The net proceeds are intended to fund a tender offer and consent solicitation for, or redemption of, its 8.5% senior notes due 2015. It also signed a Third Amendment to its Eighth Restated Credit Agreement raising permitted additional debt by $50 million, and hired Wells Fargo as dealer manager for the tender. This starts the refinancing of the 2015 notes; the filing lists a Second Amendment dated Jan 11, 2011 as an exhibit without describing it.
Chaparral sold $300 million of 9 7/8% senior unsecured notes due October 1, 2020 (purchase agreement Sept 13, closed Sept 16, 2010) through J.P. Morgan Securities in a private placement. About $287.0 million of net proceeds is meant to repay the roughly $206.0 million outstanding on its secured credit facility, with the rest for general purposes. The facility's borrowing base is reduced to $375.0 million from $450.0 million, and the company can reborrow under it. The notes rank equally with the 2015 and 2017 notes and carry a 101% put on certain changes of control; Chaparral also agreed to offer a registered exchange for them within 270 days.
24 Mar 2010capital raising announcement▲ GoodMajor
On March 23, 2010 Chaparral agreed to sell CCMP 475,042 class E common shares and one class F share for $325.0 million, after the failed United deal. Closing depends on a new credit facility, a new stockholders agreement, a restated charter, employment agreements for senior management and a new equity incentive plan. Fischer and Altoma also each agreed to sell CCMP $10.0 million of stock, and CCMP is expected to own about 37% of the common stock afterward. The new charter creates classes A through G, lets classes B, C and D name three of five directors and class E the other two, requires class B consent to a company sale before the sixth anniversary, and gives class E consent rights over certain debt and asset actions. Existing holders are diluted by the new issuance (inference from the share sale).
15 Dec 2009material agreement termination▼ BadMajor
Chaparral and United signed a letter agreement on December 11, 2009 terminating the October 9 merger agreement (as amended November 23), after the deal did not get the required vote at United's December 11 special meeting. Each side released claims against the other. This ends the route to public markets via United, as the earlier Edge deal ended in 2008, and Chaparral stays privately owned; the filing does not say what comes next.
On November 23, 2009 Chaparral, United and Merger Sub amended the merger agreement on terms less favourable to Chaparral's holders. Closing shares fall from 58,000,000 to 51,500,000, and contingent shares fall from 20,000,000 to 10,000,000, all issued at closing into escrow. The escrowed shares are released only if Chaparral stays in compliance with its credit facility covenants for the prior 12 months and the stock averages above $15.00 for 30 of 60 trading days within six years of closing. The sponsor also cancels 4,167,500 shares, its escrowed shares drop from 5,625,000 to 2,812,500, and the incentive plan reserve rises from 7,500,000 to 8,900,000 shares. The press release puts the revised upfront deal value at about $1.7 billion and moves the warrant redemption price from $0.50 to $0.55.
Chaparral filed an updated November 2009 investor presentation for the United merger, reflecting Amendment No. 1 signed November 23. The text shown mainly describes the presentation and how EBITDA is defined; it says the presentation implies a 5.1x 2010 estimated EBITDA multiple (the October call script said under 5.3x). The amended terms themselves are in the separate Item 1.01 filing.
Chaparral filed the script of its October 14, 2009 conference call with United Refining Energy about the October 9 merger agreement, as soliciting material for United's stockholder meeting. The excerpt shown restates the deal (about $1.8 billion value, Chaparral surviving as a United subsidiary, current management staying on, John Catsimatidis as Executive Chairman) and adds no new terms.
Chaparral filed United Refining Energy's roadshow presentation for the proposed merger as soliciting material. The filing text shown describes it as an investor presentation and explains its EBITDA measure. The presentation summary shown says Chaparral holders would own 59% of the combined company, the expected close is December 2009, Chaparral would receive $300 million of cash for working capital, and a new credit facility would replace the existing one. It adds no change to the October 9 deal terms shown.
On October 9, 2009 Chaparral agreed to merge with United Refining Energy Corp., a blank-check company, with Chaparral surviving as a wholly owned subsidiary of United. Chaparral stockholders would receive 58,000,000 United common shares plus 20,000,000 contingent shares (5,000,000 escrowed at closing for indemnification and a share-price target; 15,000,000 tied to trading price benchmarks within three years; 5,000,000 tied to an EBITDA target within five years). The deal is valued at about $1.8 billion, and United's trust cash available to Chaparral is to be no less than $250 million after specified costs. Chaparral's board and stockholders have approved, and United stockholders must also approve. This replaces the failed Edge route as Chaparral's path to being publicly traded.
Chaparral completed the sale of the Electric Submersible Pumps division of Green Country Supply, Inc. to Global Oilfield Services on June 8, 2009 (agreement May 14, 2009; cash price $26.0 million). It received about $24.6 million after a roughly $1.4 million working-capital reduction and paid off $1.6 million of notes tied to the assets sold. The price is subject to a final working capital adjustment by August 27, 2009.
3 June 2009material agreement termination● NeutralMajor
Chaparral settled early all of its 2012 and 2013 oil swaps and collars with JPMorgan ($49.4 million), RBS ($40.0 million) and Calyon ($13.0 million), as permitted under the Fifth Amendment. Per that amendment, about $87.0 million (85% of proceeds) will repay credit facility debt, with the borrowing base reduced by the same amount; the rest is for general corporate purposes. This carries out the derivative monetization approved in May 2009. It also means those 2012-2013 hedges no longer protect future production; the table shows remaining hedges run through 2011.
Chaparral signed a Fifth Amendment to its credit agreement effective May 21, 2009, reaffirming the $600 million borrowing base until the next redetermination on November 1, 2009. It also allowed monetizing 2012 and 2013 oil derivatives (cutting the borrowing base by 85% of net proceeds) and using certain asset-sale, equity or derivative proceeds to buy back its bonds, provided Excess Available Cash stays above $75 million. Borrowing costs rise (LIBOR margins to 2.500%-4.250%), capital spending for April 1 to December 31, 2009 is limited to discretionary cash flow, and the debt covenant is reset to 3.00x stepping down to 2.50x. A 0.375% amendment fee was paid.
Chaparral signed a Fourth Amendment to its credit agreement with JPMorgan and other lenders on December 24, 2008, reaffirming its $600 million borrowing base. It plans to draw the remaining availability, up to $596 million, before year end to increase liquidity, because its bond indenture has an annual debt-incurrence covenant that could limit borrowing in early 2009. Interest will be LIBOR plus 2.75% (minimum 4.75%), and the next redetermination is May 1, 2009. Lenders also approved selling some derivatives that would settle January to June 2009 for an estimated $31 million to $34 million. This follows the failed Edge merger and means the credit facility is expected to be nearly fully drawn.
17 Dec 2008material agreement termination▼ BadMajor
Chaparral and Edge Petroleum signed an agreement on December 16, 2008 to terminate their July 14, 2008 merger, after concluding it was highly unlikely the closing conditions would be met by December 31, 2008. The filing says Chaparral was also highly unlikely to get a new senior secured credit facility or satisfy the conditions for the Series B sale, and the parties could not secure alternative financing. Magnetar's $150 million Series B purchase agreement was terminated too, with Magnetar paying Chaparral $5.0 million (of which $1.5 million goes to Edge for expenses), and the JPMorgan/RBS/SunTrust financing commitment was also terminated. Magnetar also received an option, expiring June 30, 2009, to invest up to $25 million in Chaparral common stock at a $900 million pre-money valuation. This ends the Edge merger and the planned dilution from the Series B preferred.
