Each one in plain English, with the numbers worked through for a shareholder.
31 Dec 2009asset acquisition disposition▼ BadMajor
The end of Edge Petroleum. The Mariner sale closed, the plan took effect, and every share of common stock and 5.75% preferred was cancelled for nothing - the company said even on the most optimistic view proceeds would not have covered the secured lenders. It filed to deregister the same day. Unlike some Chapter 11 filers, Edge did not emerge; the business continued inside Mariner Energy and the shell was wound up.
The bankruptcy court confirmed Edge's plan of reorganization and approved the Mariner sale, to take effect around 31 December. The accompanying operating report showed the arithmetic: roughly $241 million of pre-petition debt against a business that had just fetched $243 million, leaving nothing behind the equity.
The auction worked: Mariner Energy outbid the PGP stalking horse and won Edge's entire operating business for $243 million against PGP's $191 million, and the court confirmed the plan and approved the sale on 14 December. The extra $52 million went to creditors, not shareholders.
Nasdaq moved straight to delisting rather than waiting out the bid-price cure period, removing both the common and the preferred from trading on 13 October, citing the bankruptcy filing and doubts that shareholders had anything left.
Edge and all five of its subsidiaries filed for Chapter 11 in Corpus Christi on 1 October 2009, the day after the last extension of its credit facility expired. It came in pre-arranged: the senior secured lenders signed a plan support and lock-up agreement, and PGP Gas Supply Pool No. 3 agreed to buy the whole operating business for $191 million as stalking-horse bidder, subject to a higher bid at auction.
Nasdaq warned that Edge's shares had traded under $1 for 30 straight days, giving it until March 2010 to recover. The clock never ran - the company filed for bankruptcy two weeks later.
The 30 June maturity passed unpaid and was pushed to 31 July, at the price of prepaying $1.14 million of interest up front and $7.5 million of principal by 10 July. From here the facility was extended in one-month steps.
Edge missed the 15 May deadline to produce a refinancing commitment, merger agreement or sale contract, and the lenders simply deleted that default rather than call it - along with a requirement for auditor certificates. The banks were choosing to keep the company alive rather than seize it.
The standstill hardened into a deadline. Amendment No. 4 replaced the instalment plan with a $25 million payment on 31 May and full repayment of everything outstanding on 30 June 2009 - about six months' notice that the company had to be sold, merged or refinanced by mid-year.
First of what became a chain of standstills: lenders let Edge defer the initial $19 million deficiency instalment by a month, pushing the final one to August, in exchange for $5 million of prepayments. Edge was now buying time a month at a time.
The blow that ended Edge. With gas prices collapsed, its lenders halved the borrowing base from $240 million to $125 million, instantly leaving about $114 million drawn that Edge had no way to repay. It had to prepay in six monthly instalments or pledge more property, and hired Parkman Whaling and Akin Gump to look at restructuring.
17 Dec 2008material agreement termination▼ BadMajor
The Chaparral merger was abandoned. Chaparral's own funding fell through - Magnetar and Post Oak walked away from buying its preferred stock, paying Chaparral $5.0 million to be released, $1.5 million of which went to Edge for expenses. Edge was left alone, heavily indebted from the Smith purchase, saying it would consider a sale, asset disposals or new financing.
With credit markets seizing up, Edge convened its annual meeting and immediately adjourned it to 4 December rather than put the Chaparral merger to a vote, having first amended its bylaws to make clear one record date covers all adjournments. The first visible sign the deal was in trouble.
Eighteen months after betting the company on Smith Production, Edge agreed to sell itself: an all-stock merger into Chaparral Energy at 0.2511 Chaparral shares per Edge share, with Edge's preferred swapped one-for-one, which would also take the private Chaparral public. CFO Michael Long departed the role the same day, with C.W. MacLeod stepping in as acting CFO.
5 Feb 2007asset acquisition disposition● NeutralMajor
The Smith Production acquisition closed on 31 January 2007, along with a 25% share of Smith's rights in the 95-square-mile Mission exploration area and 13 miles of gathering pipelines. Edge simultaneously replaced its credit facility with a $750 million Union Bank revolver carrying a $320 million borrowing base, repaid $129 million on the old line, and paid a $1.3 million fee for the bridge loan it ultimately did not need.
Edge funded the Smith purchase by selling equity rather than drawing the standby bridge loan: 10.9 million common shares plus 2.875 million shares of new 5.75% convertible preferred, both over-allotments taken up, alongside a planned $320 million revolver. Heavy dilution, but it avoided a $250 million second-lien bridge.
Ahead of raising the money, Edge disclosed the scale of what it was taking on: its own proved reserves were about 102 Bcfe at end-2006, while the Smith assets it was buying for roughly $395 million held about 123 Bcfe. The company was paying to more than double itself in a single step.
Edge's borrowing base was lifted twice in a month - to $125 million on drilling results, then to $140 million on closing the Chapman Ranch buyout - and it drew $22 million on 27 December to pay for that deal, leaving just $11 million of headroom weeks before committing $395 million to Smith Production.
The Smith Production purchase was enlarged rather than terminated: Smith re-acquired interests from its own partners and passed them on, lifting Edge from 72 to 84 net wells and its average working interest from about 50% to 60% for a further $65 million.
Edge agreed to buy out Kerr-McGee (by then part of Anadarko) from Chapman Ranch, doubling its interest in the seven wells it had bought into in 2005, adding an 88% stake in two more and taking over as operator, for about $26.0 million.