Each one in plain English, with the numbers worked through for a shareholder.
26 Mar 2015debt financing● NeutralMajor
Rice Energy completed a private placement of $400 million of 7.25% senior unsecured notes due May 1, 2023 on March 26, 2015, sold at 99.233% of face value for net proceeds of about $389.3 million. The notes are guaranteed by subsidiaries and are callable from May 1, 2018, with a 101% repurchase right on a change of control. The company must offer a registered exchange within about 365 days. This adds to the $900 million 6.25% notes due 2022, and it is the issuance the Third Amendment anticipated. The filing does not say how the proceeds will be used.
On March 23, 2015 Rice Energy amended its credit agreement again (Third Amendment) so that issuing up to $400 million of new senior notes before the next redetermination, now scheduled for May 1, 2015, will not automatically cut its borrowing base. The borrowing base therefore stays at $550 million until then. Note the next redetermination date is now May 1, 2015, not the April 1, 2015 date noted earlier.
Citadel Advisors LLC, Citadel Advisors Holdings II LP, Citadel GP LLC, Kenneth Griffin reported a EQT RE, LLC shareholding of 7.80% of votes in a periodic institutional filing.
On February 6, 2015 Rice Energy amended its Wells Fargo credit agreement (Second Amendment), raising the letter-of-credit sublimit from $100 million to $175 million and getting lender consent for some 2015 hedges that exceeded the agreement's volume limits. The same filing supplies updated unaudited pro forma financials for 2013 and the first nine months of 2014, showing the effect of the January 2014 IPO and the Marcellus JV buy-in (50% interest bought for $322 million: $100 million cash plus 9,523,810 shares), which is background on past events, not a new transaction.
Rice Energy Holdings LLC, Rice Energy Irrevocable Trust*, Kathleen L. Peto, Jay D. Rosenbaum, NGP Rice Holdings LLC, NGP Natural Resources X, L.P, NGP X Parallel Holdings, L.P, G.F.W. Energy X, L.P, GFW X, L.L.C, Natural Gas Partners IX, L.P, NGP IX Offshore Holdings, L.P, G.F.W. ENERGY IX, L.P, GFW IX, L.L.C, NGP Energy Capital Management, L.L.C reported a EQT RE, LLC shareholding of 66,486,314 shares (48.80% of votes) in a periodic institutional filing.
On December 22, 2014, Rice Midstream Partners LP, a subsidiary of Rice Energy, completed its IPO of 28,750,000 common units at $16.50, with the underwriters' option for 3,750,000 more units exercised in full on December 18. Rice Energy contributed Rice Poseidon Midstream (the Pennsylvania gathering assets, including the M3 assets bought in April 2014) to the partnership. In return its subsidiary Rice Midstream Holdings received 3,623 common units, 28,753,623 subordinated units, the incentive distribution rights and $413.9 million of offering proceeds. The deal also created two new Wells Fargo credit facilities: $450 million (plus a $200 million accordion) for the partnership, maturing December 22, 2019, and $300 million (plus a $100 million accordion) for Rice Midstream Holdings, which is secured on its properties and also matures December 22, 2019. Rice Energy gets a 15-year fixed-fee gathering agreement ($0.30 per Dth gathering fee) with the partnership and an omnibus agreement giving the partnership a right of first offer on other Rice water and Ohio gathering assets.
Rice Energy filed a registration statement to swap its $900 million of 6.25% senior notes due 2022 (issued April 25, 2014 in a private placement) for identical notes registered with the SEC and freely tradable. This is the exchange offer flagged earlier; the terms are unchanged apart from removing transfer restrictions, registration rights and additional-interest provisions. The filing is still a draft with the expiry date blank. It also states that Rice Energy Family Holdings (formerly Rice Energy Limited Partners) was dissolved in November 2014.
Rice Energy Holdings LLC, Rice Energy Family Holdings, LP, Rice Energy Irrevocable Trust*, Kathleen L. Peto, Jay D. Rosenbaum, Rice Energy Management LLC, NGP Rice Holdings LLC, NGP Natural Resources X, L.P, NGP X Parallel Holdings, L.P, G.F.W. Energy X, L.P, GFW X, L.L.C, Natural Gas Partners IX, L.P, NGP IX Offshore Holdings, L.P, G.F.W. ENERGY IX, L.P, GFW IX, L.L.C, NGP Energy Capital Management, L.L.C reported a EQT RE, LLC shareholding of 66,847,633 shares (49.10% of votes) in a periodic institutional filing.
After its semi-annual redetermination, the company's borrowing base under its Wells Fargo credit agreement rose from $385 million to $550 million, and four new lenders joined; the next redetermination is scheduled for April 1, 2015. The filing also sets 2015 annual meeting dates (planned June 3, 2015; Rule 14a-8 proposals due December 18, 2014), since no annual meeting is being held in 2014. This resolves the borrowing base redetermination thread.
