12 Dec 2011listing compliance notice▼ BadMajor
Encore Energy Partners LP terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
1 Dec 2011listing compliance notice● NeutralMajor
Encore Energy Partners LP's exchange filed to remove a class of its securities from listing.
1 Nov 2011business combination● NeutralMajor
The definitive joint proxy statement, dated October 31, 2011, asks ENP unitholders to approve the July 10 merger with Vanguard at 0.75 Vanguard unit per ENP unit. Former ENP unitholders other than VNG would own about 37.8% of the combined company. Last reported prices on October 27, 2011 were $21.29 for ENP and $28.78 for Vanguard. The Vanguard unitholder meeting is set for November 30, 2011 and the ENP conflicts committee and GP board recommend a vote in favor. This continues the merger thread; VNG's 20,924,055 units (about 46.0%) are committed to vote in favor.
3 Aug 2011asset acquisition disposition▲ GoodMajor
On July 29, 2011 the partnership completed the Permian Basin purchase agreed on June 22, at an adjusted price of $40.7 million (versus $42.5 million originally agreed), subject to final adjustments. The price was funded with borrowings under the existing credit agreement, and the partnership entered new oil and gas hedges covering a substantial portion of estimated production through 2014. The acquired assets carry 2.74 million barrels of oil equivalent of proved reserves and about 500 barrels of oil equivalent per day. This resolves the June 2011 acquisition.
11 July 2011business combination● NeutralMajor
On July 10, 2011 the partnership agreed to merge with a Vanguard Natural Resources subsidiary, with the partnership surviving as a wholly-owned subsidiary of Vanguard Natural Gas (VNG). Every common unit not held by VNG would be cancelled and converted into 0.75 Vanguard common units, with cash for fractions. VNG already owns the general partner and about 45.6% of the units (20,924,055) and has agreed to vote them for the deal. Closing needs approval from a majority of ENP units and of Vanguard units voting, plus other conditions, with an outside date of December 31, 2011 and a $20.0 million fee payable by ENP if the board or conflicts committee changes its recommendation. This builds on the Vanguard stake first disclosed in January 2011.
23 June 2011material agreement▲ GoodMajor
On June 22, 2011 the partnership agreed to buy producing Permian Basin (West Texas) oil and gas assets from a private seller for $42.5 million, paying a $4.25 million non-refundable deposit. The assets have 2.74 million barrels of oil equivalent of proved reserves (about 70% oil and natural gas liquids, 100% proved developed) and about 500 barrels of oil equivalent per day of net production; closing is expected by August 1, 2011. This is a new bolt-on purchase under Vanguard's control of the general partner.
13 Apr 2011material agreement● Neutral
On April 8, 2011 the board authorized the same form of indemnification agreement for the remaining board members: Scott W. Smith, Richard A. Robert, Douglas Pence and Tim Hauss. This extends the April 7 filing, which covered the three Conflicts Committee members.
8 Apr 2011auditor change● Neutral
This second amendment to the auditor-change filing adds an updated Ernst & Young letter dated April 8, 2011 re-affirming its agreement with the filing's statements. The dismissal of E&Y and hiring of BDO are otherwise unchanged.
7 Apr 2011material agreement● Neutral
On April 4, 2011 the three members of the general partner's Conflicts Committee entered into amended indemnification agreements covering litigation involving them. The filing says the standard is substantively no different from that in the partnership agreement.
6 Apr 2011auditor change● Neutral
This amendment restates the April 5 auditor-change filing to clarify that the Audit Committee of the general partner's board approved both the dismissal of Ernst & Young and the hiring of BDO on April 4, 2011. The underlying facts are unchanged.
5 Apr 2011auditor change● Neutral
On April 4, 2011 the partnership dismissed Ernst & Young as its auditor and engaged BDO USA for fiscal 2011. The filing states E&Y gave unqualified opinions for 2010 and 2009 and that there were no disagreements or reportable events. The company's address is now Houston, and Scott W. Smith signs as CEO.
15 Mar 2010business combination● NeutralMajor
The EAC-Denbury merger closed on March 9, 2010, so Denbury now controls ENP's general partner; EAC had held about 46.2% of ENP units and about 1.1% general partner interest. Jon S. Brumley and I. Jon Brumley resigned, and all officers were replaced by Denbury executives led by Phil Rykhoek as CEO, none of whom previously held ENP positions. 56,250 phantom units vested and settled in common units for certain directors. ENP's public units remain outstanding; the filing describes no change to public unitholders' units.
1 Dec 2009material agreement● Neutral
On November 24, 2009 the operating subsidiary signed a Fourth Amendment to its credit agreement, taking effect only when the proposed merger of parent EAC into Denbury Resources closes. It rewrites the change-of-control definition and the affiliate-transactions covenant to refer to Denbury instead of Encore. This is the first filing in this history to mention the EAC-Denbury merger.
13 Aug 2009asset acquisition disposition● NeutralMajor
The $190 million drop-down from Encore Operating closed on August 11, 2009 for about $186.8 million cash, for properties with about 12.4 million BOE of proved reserves and about 2,100 BOE per day. On the same day the credit facility's Third Amendment raised the borrowing base from $240 million to $375 million and commitments from $300 million to $475 million, with higher fees and margins; $275 million was outstanding with $100 million of capacity left. EAC's stake is now stated as about 46% of units (down from 58% in the June filing), the same 20,924,055 units; the filing does not say why the percentage changed, and the financing for the purchase is the credit facility and this amendment (inference).
29 June 2009material agreement▲ GoodMajor
The partnership agreed on June 28, 2009 to buy oil and gas properties in the Big Horn Basin (Wyoming), Permian Basin (West Texas/New Mexico) and Williston Basin (Montana/North Dakota) from parent EAC's subsidiary Encore Operating for $190 million cash, effective April 1, 2009, expected to close in August 2009 and conditioned on ENP obtaining satisfactory financing. The properties have about 12.4 million BOE of proved reserves and produce 2,129 BOE per day; the filing says the deal is expected to be immediately accretive to distributable cash flow per unit, and EAC and affiliates are stated to own about 58% of units. It also lists new oil and gas hedges added for 2010-2012. This is another drop-down from the parent, approved on a Conflicts Committee recommendation.
18 May 2009material agreement▲ GoodMajor
The partnership agreed to two more acquisitions expected to close by June 1, 2009: Williston Basin properties in North Dakota and Montana from EAC's subsidiary for $25.8 million cash, and Vinegarone Field gas properties in Val Verde County, Texas for $28.0 million cash. It said it expects to raise its distribution to an annualized $2.05 per unit starting with the second quarter of 2009, assuming both deals close as scheduled. The Williston deal is with the parent and was approved on a Conflicts Committee recommendation; the filing does not name the seller of the Vinegarone properties.
11 Mar 2009material agreement● Neutral
The partnership's operating subsidiary signed a second amendment to its credit agreement with Bank of America as agent, changing the interest margin and commitment fee terms. Margins range from 1.75% to 2.50% on Eurodollar loans depending on how much of the borrowing base is drawn, and the borrowing base is stated as $240 million, the same level set in February 2008.
8 Jan 2009material agreement▲ GoodMajor
The Arkoma Basin and royalty interest acquisition from Encore Operating closed on January 2, 2009 at $49 million, subject to adjustments including about $3 million of hedge premiums, funded by credit facility borrowings. The properties have about 2.8 million BOE of proved reserves, 87% natural gas, and produce about 500 BOE per day. The filing now gives EAC's ownership as about 63% of units, versus 67% in the earlier filings.
10 Dec 2008material agreement● NeutralMajor
The partnership's operating subsidiary agreed to buy Arkoma Basin producing properties, Oklahoma royalty interests and 10,300 unleased mineral acres from EAC's subsidiary for $49 million in cash, about $46 million net of roughly $3 million of hedge premiums. It would be funded from the existing revolving credit facility and was expected to close in early January 2009. This is another purchase from the parent, approved on a Conflicts Committee recommendation.
8 Feb 2008capital raising announcement▲ GoodMajor
The Permian and Williston Basin acquisition from Encore Operating closed on February 7, 2008, completing the deal announced in the prior filing, for about $250.4 million ($125.4 million cash plus 6,884,776 units). The properties have about 10.8 million BOE of proven reserves and roughly 1,800 BOE per day of production. The credit facility's borrowing base was raised to $240 million and the cash was borrowed under it; EAC and affiliates keep about 67% of units.
3 Jan 2008capital raising announcement● NeutralMajor
The partnership's operating subsidiary agreed to buy producing oil and gas properties in the Permian and Williston Basins from EAC's subsidiary Encore Operating for $125 million in cash plus 6,884,776 new common units, with the cash to be borrowed under its existing credit facility. The deal was approved on the recommendation of the independent Conflicts Committee, and EAC and affiliates would hold about 67% of the units afterward. Closing was expected in January 2008.
21 Sept 2007asset acquisition disposition● NeutralMajor
The IPO of 9,000,000 common units (about 37.4% of the partnership, per the filing) closed on September 17, 2007. At closing, Encore Operating, a subsidiary of parent Encore Acquisition Company (EAC), transferred the Permian Basin assets to the partnership for 4,043,478 common units, and EAC agreed to indemnify it for certain environmental, tax and title liabilities. The filing also sets an administrative fee of $1.75 per BOE of production payable to Encore Operating and adopts a long-term incentive plan covering up to 1,150,000 units.
12 Sept 2007material agreement● NeutralMajor
Encore Energy Partners priced its initial public offering of 9,000,000 common units at $21.00 each ($19.6088 after the underwriting discount), with UBS and Lehman Brothers as lead underwriters and a 30-day option for 1,350,000 more units. Royal Bank of Canada, a lender under the partnership's revolving credit facility, will receive part of the proceeds through repayment of debt under that facility.
7 Sept 2007listing compliance notice▲ GoodMajor
the New York Stock Exchange certified Encore Energy Partners LP's securities for listing, clearing them to begin trading.