Harvest Oil & Gas Corp.

Harvest Oil & Gas Corp. terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

On Oct 4, 2019 Harvest replaced its $1.0 billion JPMorgan revolver, which was due to mature Feb 2021, with a much smaller $10.0 million revolver from Regions Bank at LIBOR plus 1.00%, maturing Oct 4, 2020. The board also declared a one-time $7.00 per share cash distribution, payable Oct 28, 2019 to holders of record on Oct 18, which the company expects to be a non-taxable return of capital. This delivers on the earlier plan to return Barnett proceeds to shareholders. The warrant exercise price falls from $37.48 to $30.48 as a result.

debt financing

Harvest closed the Barnett Shale sale to Bedrock Production, LLC on Sept 10, 2019 for $63.5 million cash, below the $72.0 million headline price. The filing says this is net of preliminary adjustments, including a $6.4 million reduction for interests expected to transfer in a later closing in 2019. It also sold certain Mid-Continent properties to BCE-Mach II LLC on Sept 13 for $5.4 million, unwound hedges for $7.9 million, and saw its old credit facility's borrowing base cut to $50.0 million. The company is weighing dividends, distributions or buybacks of the proceeds, has a commitment letter with Regions Bank for a new revolver, and has started a strategic review (with Intrepid Partners) that could include selling the remaining assets or the whole company. This resolves the Barnett sale thread and confirms the earlier plan to return capital, though no outcome of the review is stated.

asset acquisition disposition

On July 29, 2019 Harvest agreed to sell substantially all its Barnett Shale interests to an unrelated buyer for $72.0 million (subject to adjustments), with closing expected in Q3 2019 and either side able to terminate if it has not closed by Sept 12, 2019. Subject to board approval, it plans to use the net proceeds to return capital to shareholders, a shift from the earlier sales whose proceeds went to repay the revolver. The buyer put $7.2 million in escrow. This continues the asset-sale programme.

material agreement

On April 2, 2019 Harvest completed the San Juan Basin sale to High River Resources, LLC for $37.2 million cash after adjustments, lower than the $42.8 million headline price in the February agreement. It used the proceeds plus cash on hand to repay $47.0 million of its revolver on April 3, leaving $8.0 million drawn as of April 8, 2019. The company expects the April 2019 borrowing base redetermination to cut the base, but expects it to remain above the amount drawn. This resolves the San Juan sale thread.

asset acquisition disposition

On Feb 13, 2019 Harvest agreed to sell all its San Juan Basin properties in New Mexico and Colorado, plus its EnerVest Mesa LLC interests, to an undisclosed buyer for $42.8 million (subject to adjustments), with closing expected in April 2019 and proceeds first going to reduce revolver borrowings. It also said it had sold all 4.2 million Magnolia shares received in the 2018 Central Texas sale for $51.7 million net, used to pay down the revolver, leaving $55 million outstanding as of Feb 14, 2019. This continues the asset-sale programme begun with the Magnolia deal.

material agreement

On Aug 31, 2018 Harvest closed the sale of oil and gas assets in 11 Central Texas counties (including Karnes County, acquired in Jan 2017) to Magnolia Oil & Gas under the Aug 20, 2018 agreement. It received $133.3 million in cash plus 4.2 million Magnolia shares (valued at $191.5 million in total at the Aug 31 closing price), and a separate Eagle Ford rights and Lee County production sale brought $3.5 million. The cash was used to repay $139.0 million of the bank revolver; the borrowing base fell to about $265 million and $139.0 million was drawn as of Sept 6, 2018. The company says it will keep exploring sales of non-core assets, and the proceeds may repay debt or return value to shareholders.

asset acquisition disposition

Harvest Oil & Gas Corp.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

On June 4, 2018 the plan took effect and the company emerged from Chapter 11. EVEP's equity was cancelled, all its assets and operations were transferred to the new Harvest Oil & Gas Corp., and EVEP will be dissolved, with Harvest as successor reporting company. Harvest signed a new $1 billion reserve-based credit facility with JPMorgan as agent: initial borrowing base $325 million, about $297 million drawn at the effective date, maturing Feb 26, 2021. It also signed a registration rights agreement with certain noteholders and adopted a 2018 incentive plan reserving 689,362 shares. This completes the restructuring begun in March 2018.

business combination

On May 17, 2018 the bankruptcy court confirmed the modified pre-packaged plan, with the effective date targeted on or before June 4, 2018. Under it, all outstanding units (49,368,869 as of May 10, 2018) are cancelled. Existing unitholders receive a pro rata share of 5% of the new stock plus five-year warrants for 8% (both subject to dilution by the management incentive plan, and the stock also by the warrants). Noteholders receive 95%, bank lenders get an amended facility, and existing funded debt and equity are extinguished. This resolves the confirmation thread.

bankruptcy or receivership

The company withdrew its appeal of the NASDAQ delisting decision, citing continued listing requirements and the expected post-bankruptcy board composition. Trading on NASDAQ was to be suspended at the open on May 11, 2018, with units expected to trade on the OTC Pink Market from that day. The filing gives no assurance of OTC quotes or an efficient market. This resolves the delisting thread opened in April.

listing compliance notice

On April 3, 2018 NASDAQ told the company that, because of the Chapter 11 filing, its common units would be delisted, with trading suspended April 12 unless the company appealed. The company said it intended to appeal. This follows the earlier minimum bid price notices of 2017.

listing compliance notice

On April 2, 2018 EV Energy Partners and its affiliates filed the pre-packaged Chapter 11 case in Delaware that the March 13 restructuring agreement called for. Every voting class accepted: 100% of bank lenders and over 99% of the noteholders who voted. The plan still gives noteholders 95% of the new stock and existing unitholders 5% plus five-year warrants for 8% (both subject to dilution), and it still needs court confirmation. The filing also says the bankruptcy accelerated the bank facility and the 8.0% notes, but enforcement is automatically stayed. It warns that trading in the units is highly speculative and that prices may bear little relationship to any recovery.

bankruptcy or receivership

On March 13, 2018 the company and its affiliates signed a Restructuring Support Agreement with holders of about 70% of the 8.0% senior notes, about 94% of the bank lenders, and EnerVest, to file a pre-packaged Chapter 11 by April 8, 2018 and finish by June 22, 2018. Under the plan, noteholders get 95% of the new stock, and existing unitholders get 5% of the new stock plus five-year warrants for 8% (both subject to dilution). Bank lenders get an amended facility, and unsecured creditors are paid in full or left unimpaired. Also, EnerVest's management fee was extended at $1,433,333.33 per month for 2018. The plan still needs bankruptcy court confirmation.

material agreement

Because units kept trading below $1.00, on Dec 27, 2017 the company applied to move to the NASDAQ Capital Market and asked for another 180 days to regain compliance. It told NASDAQ it would do a reverse unit split if the bid price is not at least $1 for 10 straight business days in that period. It expects approval, which is not yet granted. This continues the July 2017 notice.

listing compliance notice

On Oct 23, 2017 the tenth credit facility amendment cut the borrowing base from $375 million to $325 million. It also requires more collateral: mortgaged properties rise from 85% to 95% (and 98% within 15 days), and the security now covers all personal property. The filing does not say why.

material agreement

On July 17, 2017 NASDAQ notified the company that its units had closed below the $1.00 minimum bid price for 30 consecutive business days. Trading is unaffected for now, and the company has until Jan 15, 2018 to get back above $1.00 for 10 consecutive business days.

listing compliance notice

On April 1, 2016 the borrowing base was cut from $625 million to $450 million, reversing the October 2015 increase. The ninth amendment also extends covenant relief to Jan 1, 2018, adds a minimum interest coverage test, raises interest margins and the commitment fee, caps cash held, and lets the company use up to $35 million of cash to redeem senior notes (reduced by any 2016 distributions). The CEO calls the cut in line with expectations and says liquidity is over $200 million; new hedges were added, including 2017 gas swaps of 10,950 Mmmbtu at $2.74.

material agreement

On Oct 8, 2015 the credit facility's borrowing base was raised from $500 million to $625 million, ahead of the April 2016 redetermination the company had said was next. The amendment also set a 3.0x cap on senior secured debt to EBITDAX through Dec 31, 2016, set stepped Total Debt limits from 2017, raised interest margins, and let the company use up to $50 million of cash (not loan proceeds) to redeem its senior notes. The CEO says liquidity is over $425 million.

material agreement

The four EnerVest-related acquisitions closed on Oct 1, 2015 for an adjusted $259.4 million, subject to post-closing adjustments, funded mainly by borrowing on the credit facility. The CEO says over $300 million of liquidity remains and that the new assets should add borrowing base capacity at the semi-annual redetermination later in October. This completes the deal announced Sept 3.

asset acquisition disposition

On Sept 3, 2015 the company agreed to buy oil and gas properties in the Appalachian Basin, San Juan Basin, Michigan and Austin Chalk, including 100% of Belden & Blake Corporation, for $259 million cash from EnerVest-controlled funds, its sponsor's related entities. The deal is for about 302 Bcfe of proved reserves, is to be funded with cash and revolver borrowings, was approved by the independent Conflicts Committee, and is expected to close Oct 1. It resolves the open Austin Chalk add-on thread by naming it in this deal and excludes Utica Shale and Eagle Ford rights.

material agreement

The sale of the 21% UEO stake closed on June 10, 2015 for $575.0 million cash, less $2.7 million of estimated expenses, to the Williams Partners subsidiary and M3 Ohio Gathering; this resolves the pending UEO sale. The company says it intends to repay all revolver borrowings and hold the rest for future activities, and its pro forma filing shows long-term debt falling by $541 million, from about $1.04 billion to about $499 million. With Cardinal sold in Oct 2014, the filing says it no longer operates in the midstream segment.

asset acquisition disposition

The company's subsidiary agreed on April 2, 2015 to sell its 21% stake in Utica East Ohio Midstream (the pipeline and processing business it built up from 8% in Dec 2012) to a Williams Partners subsidiary for $575 million cash, with closing scheduled for mid-July 2015. The other member of the venture has 60 days to take part of the stake (about 8%) at the same price, and the company expects its credit facility borrowing base to be cut by $150 million at closing; it says it intends to use proceeds first to repay the revolver and hold the rest for future activities. This follows the Cardinal Gas Services sale and, per the CEO, completes its Utica midstream exit.

material agreement

On September 23, 2014 the partnership agreed to sell its 9% interest in Cardinal Gas Services to E1 and a Korean consortium led by Samchully for $162 million, including estimated price adjustments of about $18 million; closing is expected mid-October 2014, subject to regulatory approval, tag-along rights, approval of the other member and customary conditions. A Sixth Amendment to the credit agreement (September 19, 2014) waives provisions to permit the sale. Net proceeds are to repay the revolver, with availability possibly used for future activities including acquisitions. This sells the Cardinal midstream stake that earlier credit amendments had allowed investment in.

debt financing

On October 18, 2013 the partnership sold 5,000,000 common units at $36.86 each in an underwritten offering, and the underwriters took their full 750,000-unit option (5,750,000 units total); it closed October 23, 2013. Net proceeds of about $208.4 million are to repay borrowings under the senior secured credit facility. This adds to units outstanding and lowers bank debt.

material agreement

Under an October 2012 agreement, the partnership and EnerVest-managed partnerships dedicated certain operated Ohio acres to Utica East Ohio Midstream's facilities; on December 20, 2012 the conditions were met and the partnership's stake in UEO rose from 8% to 21%. Separately, a December 24 press release said the partnership has received bona fide offers for its operated Utica acreage and is in substantive negotiations, but does not expect to announce any sale agreement before the end of 2012. No sale is agreed yet.

material agreement

On March 8, 2012 the partnership and EV Energy Finance Corp. sold an extra $200 million of 8.0% Senior Notes due 2019 at 103.0% of face value (yield to worst 7.281%). The press release says the offering was upsized from $100 million; the notes join the existing $300 million issue under the same indenture, and proceeds are to repay part of the revolving credit facility, whose lenders include affiliates of the underwriters. Total notes outstanding become $500 million, replacing part of the bank debt, which followed the February 2012 equity raise used for the same purpose.

debt financing

On February 10, 2012 the partnership sold 3,500,000 common units at $67.95 each in an underwritten public offering, and the underwriters took up their full 525,000-unit option (4,025,000 units in total). Net proceeds of about $268 million are to repay revolving credit facility debt, which was used to fund the December 2011 Barnett purchases. This adds to the number of units outstanding.

material agreement

On December 21, 2011 the partnership closed the Encana Barnett Shale purchase, taking a 31.633% interest for an adjusted $269.85 million rather than the $300 million announced, because some properties were not acquired due to remaining closing conditions (they will be bought if those conditions are met). The press release says both Barnett deals closed for a combined adjusted $345.6 million, with 364.2 Bcfe of proved reserves net to the partnership. The credit facility's borrowing base was raised to up to $800 million, with $660 million outstanding after funding, and new swaps were added for 2012-2014. This resolves the November agreements in reduced form.

asset acquisition disposition

The general partner, which holds the incentive distribution rights, elected to reset them effective December 12, 2011, and was issued 3,873,357 Class B units. The minimum quarterly distribution rose from $0.40 to $0.7615 and the levels at which the incentive rights participate were reset higher. Class B units get the same distributions and votes as common units and become convertible into common units after one year, so this adds units that share in distributions; the general partner's 2% interest is unchanged and it makes no extra capital contribution.

capital raising announcement

On November 2, 2011 the partnership, with EnerVest-managed partnerships, agreed to buy Barnett Shale properties from Encana Oil & Gas (USA) Inc.; the partnership's share is a 31% interest for $300 million cash, funded from its revolving credit facility. It also agreed to buy a ~31% interest in other Barnett assets from an unrelated, undisclosed private seller for $72.3 million, and said it closed three bolt-on deals (Mid-Continent, Ohio excluding Utica, and Barnett reversionary interests) for $116 million in total. The company calls the Encana deal its largest ever, adding to the Barnett position first built with the December 2010 Talon purchase; closing was expected by end of December 2011.

material agreement

On April 26, 2011 the partnership entered a second amended and restated five-year $1 billion secured revolving credit facility maturing April 26, 2016, with the initial borrowing base set at $600 million (redetermined every six months from Oct 1, 2011). It used initial borrowings to pay off the Oct 2007 facility; the press release shows $187.5 million outstanding and $412.5 million of borrowing capacity. The LIBOR margin is 1.75%-2.75% (0.25%-0.50% lower), and the maximum Total Debt to EBITDAX ratio was raised to 4.25x from 4.0x, with more hedging flexibility. This replaces the facility amended in the earlier records.

debt financing

The partnership and EV Energy Finance Corp. sold $300 million of 8.0% senior notes due April 15, 2019 in a private placement (issued March 22, 2011), with interest paid April and October starting Oct 15, 2011. It used $291.5 million of net proceeds to repay credit facility debt, and as the December amendment required, the borrowing base fell automatically from $700 million to $610 million. The notes carry covenants limiting things like paying distributions and taking on more debt, and the issuers must offer to swap them for registered notes. This is the first senior notes issue in this record.

debt financing

The partnership sold 3,000,000 common units at $44.42 each (agreement March 4, closed March 9, 2011), and underwriters exercised their 450,000-unit option in full. Net proceeds were about $149.9 million for the 3,450,000 units, to be used to repay revolving credit facility debt. This is the first offering in this record that repays debt rather than funding a specific named deal, though it follows the debt-funded Barnett purchase (inference); it adds to units outstanding.

material agreement

The Barnett Shale acquisition from Talon closed Dec 30, 2010: the partnership got a 31.02% interest for an adjusted $295.9 million (below the $300 million agreed), subject to post-closing adjustments, funded with $285 million of credit facility borrowings and available cash. Credit facility debt is now $619 million against a $700 million borrowing base (up from $334 million and $465 million). Financial statements for the acquisition are due within 75 days of closing. This resolves the October agreement.

asset acquisition disposition

The partnership signed a Sixth Amendment to its credit agreement (Dec 17, 2010), effective when the Barnett Shale deal closes, raising the borrowing base up to $700 million from $465 million. It also brings back the rule that issuing senior debt between redeterminations cuts the borrowing base by 30% of the debt's principal, replacing the $200 million exception from the Fourth and Fifth Amendments. Separately, the EnerVest omnibus agreement was extended for 2011 at $916,666.67 per month (up from $666,666.67 in 2010), subject to adjustment for acquisitions or divestitures.

debt financing

On Oct 25, 2010 the partnership, together with EnerVest institutional partnerships, agreed to buy Barnett Shale oil and gas properties (with related hedges) from Talon Oil & Gas LLC; the partnership's 31% interest costs $300 million, with closing expected by end of December 2010. Talon is sponsored by EnCap, whose partnerships own 23.75% of the general partner, and an EnCap founder sits on the board of EV Management, so the seller is a related party. The release says the partnership's share is ~328.5 Bcfe proved reserves (strip prices; 316 Bcfe at SEC prices) and ~27 MMcfe/d, to be funded initially from the credit facility. This is a new, much larger deal following the Sept 2010 Petrohawk closing.

material agreement

The Petrohawk Mid-Continent acquisition closed Sept 29, 2010 at an adjusted price of $119.9 million (below the $123 million agreed), subject to post-closing adjustments. Credit facility debt after closing was $334 million, and the borrowing base was reaffirmed at $465 million in a Fifth Amendment, which again allows up to $200 million of senior debt without a borrowing base cut until the next redetermination expected around April 1, 2011. Financial statements for the acquisition are due within 75 days of closing. This resolves the August deal; the Aug 2010 unit offering raised $114 million net.

asset acquisition disposition

The partnership sold 3,000,000 common units at $33.97 each under an agreement dated Aug 11, 2010, closing Aug 16, with the 450,000-unit over-allotment option exercised in full. Expected net proceeds before the option were about $99.4 million, to fund part of the Petrohawk Mid-Continent purchase, with interim proceeds repaying the credit facility. This continues the pattern of funding acquisitions partly with new units, which adds to units outstanding.

material agreement

On Aug 9, 2010 the partnership agreed to buy Petrohawk's interest in Mid-Continent oil and gas properties (Anadarko, Arkoma and East Texas) for $123 million, expected to close by end of September 2010. The release says the Appalachian acquisitions have been integrated (the Appalachian Basin deal closed March 30, 2010), and reports Q2 2010 net income of $16.3 million versus a $31.6 million loss in Q2 2009, with production of 6.83 Bcfe. Properties carry ~74.5 Bcfe proved reserves and ~15.5 MMcfe/d net production.

material agreement

The partnership sold 3,000,000 new common units at $28.08 each in an offering that closed Feb 12, 2010, and the underwriters' option for 450,000 more units was exercised in full. Expected net proceeds before the option were about $82.2 million, meant to fund part of the Range Resources Appalachian purchase announced Feb 8, with any interim proceeds going to repay the credit facility. This is a continuation of the Range deal; it adds more units outstanding for existing holders (the 2009 offerings were similar).

material agreement

The partnership agreed to buy a 46.15% interest in Appalachian Basin oil and gas properties from a subsidiary of Range Resources for $151.8 million, alongside EnerVest institutional partnerships. The effective date is January 1, 2010, with closing expected by the end of March 2010. The properties are mainly in Ohio, with about 78.8 Bcfe of proved reserves net to the partnership and current net production of about 11.3 MMcfe/d. The CEO called it the second Appalachian acquisition in six months. The related Sept 2009 Appalachian agreement's terms are not shown in the earlier filing. The release adds new 2010-2011 hedges.

material agreement

The partnership and EnerVest, Ltd. extended the Omnibus Agreement for 2010, with the Conflicts Committee approving the terms. The monthly fee payable to EnerVest, Ltd. rises to $666,666.67 from $625,000 in 2009, subject to adjustment for acquisitions or sales. Separately, the partnership and EnerVest signed a farmout with PetroEdge Energy on about 9,500 net acres of Marcellus Shale in West Virginia (the partnership contributing about 7,760 net acres). PetroEdge earns a 75% working interest in the acreage by drilling, and the farmout is tied to about $33 million of spending over four years. The partnership keeps the remaining 25% share and about 27,000 other net Marcellus-potential acres.

material agreement

The partnership sold 2,800,000 new common units at $22.83 each (underwriters have an option for 420,000 more), expecting about $62.3 million of net proceeds with closing around September 30, 2009. Proceeds are for general purposes including possible acquisitions, and meanwhile to repay credit facility debt. It also announced an agreement to acquire Appalachian Basin properties; the filing text shown does not give the price or terms. This is a second unit sale after June 2009 and further increases the unit count.

material agreement

The partnership sold 3,500,000 new common units to the public at $20.40 each (underwriters have an option for 525,000 more), with closing expected around June 16, 2009. Proceeds are meant to reduce borrowings under the credit facility and fund the purchase price of a newly announced Austin Chalk acquisition. In that deal it will pay $12.2 million for a 15.15% interest in 276 wells in Central Texas, alongside EnerVest institutional partnerships; it already owns an interest in 84% of those wells and about 9 Bcfe of proved reserves are net to it. Closing is expected by July 1, 2009. New units dilute existing holders' share, but the debt reduction addresses the $440 million borrowed in April. The release also lists new gas hedges for 2009-2012.

material agreement

The credit facility's borrowing base was set at $465 million in the semi-annual review, down from the $525 million set after the September 2008 acquisitions. Fees and interest margins were reset in a Third Amendment (commitment fee 0.50%; margins 2.25%-3.00% on Eurodollar loans, 1.25%-2.00% on alternate base rate loans). The press release says $440 million was outstanding and over $26 million of cash was held, so little borrowing room remained under the new limit (inference from those two figures). The next redetermination is scheduled for October 2009.

debt financing

On September 8, 2008 the four acquisitions announced August 11 (San Juan Basin, Mid-Continent, Eastland County and West Virginia) closed for $173.5 million in cash plus 1,145,123 new common units issued to EnerVest, Ltd. The cash came from credit facility borrowings, and the new units add to the unit count, diluting other holders (inference). The press release says the borrowing base was increased to $525 million, within a $700 million maximum.

asset acquisition disposition

On August 28, 2008 the partnership amended its credit facility to allow up to $700 million of borrowing, with a borrowing base initially $415 million, rising to $525 million once the San Juan Basin, Eastland County and Mid-Continent acquisitions announced August 11 close. This enlarges the October 2007 facility (max $500 million, base $275 million) and provides the financing for those deals.

debt financing

On August 11, 2008 the partnership agreed to buy San Juan Basin (Colorado/New Mexico) properties for $142.1 million from EnerVest-managed Fund IX, as part of four agreements totalling $202.7 million (the others are Mid-Continent, Eastland County Texas and West Virginia). They are to be funded first with credit facility borrowings, and EnerVest is to receive about $35 million of its proceeds in new common units if its investors consent (otherwise only about $5 million in units, the rest in cash). The filing also reports a Q2 2008 net loss of $99.5 million, which includes $118.1 million of non-cash unrealized derivative losses, and a planned distribution increase to $0.75 per unit for Q3 2008 with a further increase expected for Q4.

material agreement

On May 16, 2008 the partnership closed a $17.8 million purchase of oil properties in South Central Texas (Atascosa County), paid with cash and $17 million of borrowings, taking credit facility debt to $287 million. The filing also carries Q1 2008 results: a net loss of $24.7 million, which includes $40.3 million of non-cash unrealized losses on commodity derivatives, production of 4.92 Bcfe, and Adjusted EBITDA of $28.7 million. Management plans to recommend raising the quarterly distribution by $0.08 to $0.70 per unit for Q2 2008, the distribution increase flagged in earlier filings now with a figure.

asset acquisition disposition

On December 21, 2007 the West Virginia gas property purchase announced in November closed at $59.5 million, bought from an EnerVest-managed institutional partnership; EnerVest affiliates own 71.25% of the general partner, and the Conflicts Committee approved the deal. It was paid with cash and $40 million of credit facility borrowings, bringing total borrowings to $270 million (up from $230 million after the Permian deal in October).

asset acquisition disposition

On November 16, 2007 the partnership agreed to buy natural gas properties in West Virginia for $59.5 million from EnerVest Appalachia, L.P., an affiliate of EnerVest (the sponsor that controls the partnership's general partner); closing is expected around the end of 2007. The same filing carries the Q3 2007 results: net income $13.7 million ($0.80 per unit), production of 3.75 Bcfe (60% above Q2, mainly from a full quarter of the Anadarko assets), and updated hedges. Long-term debt was $91.0 million at September 30, before the Permian purchase that closed October 1.

material agreement

On October 1, 2007 the Permian Basin purchase from Plantation Operating, an EnCap-sponsored company, closed at an adjusted $155.8 million (the agreed price was $160 million), paid with borrowings. The credit facility was amended and restated to allow up to $500 million, with an initial borrowing base of $275 million, replacing the $150 million facility from 2006. Debt outstanding after the deal is $230.0 million, up from $75 million after the June deal, so the June equity raise's debt paydown has been followed by new borrowing. New oil hedges for 2007-2010 were also announced.

asset acquisition disposition

On July 17, 2007 the partnership's wholly owned subsidiary EV Properties agreed to buy oil and gas properties in the Permian Basin (New Mexico and Texas) from Plantation Operating for $160 million, with closing expected by the end of September 2007. The release says the seller is an EnCap-sponsored company (EnCap funds own part of the partnership's general partner), that the deal will first be funded under an amended and restated credit facility, and that management expects to recommend another distribution increase starting with Q4 2007.

material agreement

On June 27, 2007 the Central/East Texas purchase from Anadarko closed. The total price was $728 million, subject to adjustments, of which the partnership's share was $97 million (the April agreement had said $100 million for its interest). It was paid with $75 million of credit facility borrowings plus the June private placement proceeds, leaving $75 million outstanding. Management again says it expects to recommend a further distribution increase starting with Q3 2007, and the company updated its gas and oil hedges through 2010.

asset acquisition disposition

On June 1, 2007 the partnership privately sold 3,408,696 common units at $34.50 each for $117.6 million net, led by Zimmer Lucas Partners, and its general partner added $2.4 million to keep its 2% interest. Proceeds are to repay all revolver borrowings from the Monroe purchase and fund about $25 million of the $100 million Central/East Texas deal. This is the second equity raise of the year (the February sale was at $24.90), and the new units dilute existing holders (inference); the partnership also agreed to register the units for resale.

capital raising announcement

On April 13, 2007 the partnership, together with EnerVest-managed institutional partnerships, agreed to buy oil and gas properties in Central and East Texas from Anadarko Petroleum; the partnership's interest costs $100 million, with closing expected by the end of June 2007. It plans to fund this with bank borrowings first and to refinance part through new equity in Q2 or Q3 2007, and management expects to recommend another distribution increase starting with Q3 2007 (no figure given). The release says the deal was too large for the partnership to do alone, which is why EnerVest-managed partnerships joined.

material agreement

On March 29, 2007 the partnership closed the Monroe Field (Louisiana) purchase from EnerVest Monroe Limited Partnership for $95.3 million (the March 7 agreement said $96 million), funded by credit facility borrowings that left $92.5 million outstanding. A contract amendment changed the deal to buy certain gathering and marketing subsidiaries rather than their assets. The release says management expects to recommend raising the quarterly distribution by $0.04 to $0.50 per unit for Q2 2007. The filing also furnishes Q4 2006 results: net income of $3.367 million ($0.43 per unit), its first quarter since the IPO, on production of 734 Mmcfe.

asset acquisition disposition

On March 7, 2007 the partnership agreed to buy natural gas properties and related assets in the Monroe Field in Louisiana for $96 million from EnerVest-affiliated sellers, with closing expected by mid-April 2007 and initial funding from its credit facility. Management also said it expects to recommend a higher quarterly distribution starting with the second quarter of 2007, without giving a figure. It announced an expanded hedging program, with larger natural gas hedges through 2009. This follows the earlier equity raise that repaid the credit facility, and the facility is being drawn on again.

material agreement

On February 27, 2007 the partnership privately sold 3,935,743 common units at $24.90 each to institutional investors for about $98 million net, and its general partner added $2.0 million to keep its 2% interest. The press release says substantially all proceeds will repay the $99.5 million credit-facility borrowings used for the December 2006 and January 2007 acquisitions. This is the equity refinancing the January release anticipated. It adds new units, so existing unitholders' share of the partnership is diluted (inference from the new units being issued), and the partnership agreed to register the units for resale.

capital raising announcement

The $71.6 million Michigan purchase from EnerVest-managed Fund IX closed on January 31, 2007, funded by credit-facility borrowing that left $99.5 million outstanding. The conflicts committee also approved raising the monthly fee paid to EnerVest Management Partners under the omnibus agreement from $90,000 to $165,000, tied to this deal and the December 2006 acquisitions. EnerVest and affiliates own 71.25% of the general partner. The filing also notes the CFO would speak at an investor symposium on February 7.

asset acquisition disposition

On January 9, 2007 the partnership agreed to buy Michigan natural gas properties and related price hedges for $71.6 million from EnerVest Energy Institutional Fund IX, funds managed by its sponsor EnerVest. Closing was expected by January 31, 2007. The press release says management expects to recommend raising the quarterly distribution by $0.06 to $0.46 per unit if the deal closes, and plans to borrow initially and refinance part with new equity in the first half of 2007.

material agreement

On December 15, 2006 the partnership closed its acquisition of oil and gas properties in North Louisiana, East Texas, Western Oklahoma and West Texas from Five States Energy Company, LLC for $27.8 million after initial adjustments, funded by borrowing under its existing credit agreement. This is the first acquisition after the IPO and was paid for with debt.

asset acquisition disposition

The filing is by EV Energy Partners, L.P. (the entity behind the earlier insider filings under the Harvest Oil & Gas name). It closed a 3,900,000-unit public offering on September 29, 2006 that raised about $72.9 million net of underwriting discounts. The money went to pay $60.19 million to EnerVest, CGAS and the EnCap funds for assets contributed at the IPO, repay about $10.35 million of debt, and cover about $2.0 million of expenses. The partnership also signed an omnibus agreement and operating agreements with EnerVest affiliates (which operate its wells and charge it fees and expenses), a $150 million five-year revolving credit facility with JPMorgan Chase as agent, a long-term incentive plan covering up to 775,000 units, and employment agreements with Mercer and MacAskie.

asset acquisition disposition

Nasdaq certified Harvest Oil & Gas Corp.'s securities for listing, clearing them to begin trading.

listing compliance notice