Each one in plain English, with the numbers worked through for a shareholder.
21 Oct 2013material agreement● Neutral
Magnum Hunter finalized the terms of the warrants issued as the August 2013 dividend - exercisable at $8.50/share from September 2014 (or once a registration statement is effective) through April 2016 - formalizing the arrangement announced weeks earlier.
ICS Opportunities, Ltd, Cognizant Holdings, Ltd, Integrated Assets, Ltd, Millennium International Management LP, Millennium International Management GP LLC, Millennium Management LLC, Israel A. Englander disclosed a new substantial MAGNUM HUNTER RESOURCES CORP shareholding (5.30% of votes).
Magnum Hunter's Williston Hunter subsidiary agreed to sell a small non-operated North Dakota working interest (about 14,500 net acres, 120 boe/d) to Oasis Petroleum for $32.5 million cash - continued portfolio pruning of North Dakota assets even as it kept a larger Bakken/Williston core.
Magnum Hunter declared another warrant dividend to common shareholders - one warrant per ten shares, exercisable at $8.50 through April 2016 - its second such warrant dividend after the 2011 one, again a shareholder sweetener rather than a cash payout.
Magnum Hunter's bank lenders eased its credit-agreement leverage covenants - deferring the total-debt-to-EBITDAX test to mid-2014 and softening interest-coverage requirements - while also allowing further cash investment in the Eureka Hunter midstream subsidiary, a sign the company needed covenant relief to keep its debt load in compliance.
Triad Hunter agreed to acquire up to 32,000 net mineral acres in Monroe, Noble and Washington Counties, Ohio from a landowner association (MNW Energy) through a phased, multi-closing structure over roughly the next 10 months - continued Appalachian leasehold growth even as the company was also divesting Eagle Ford and North Dakota assets.
Magnum Hunter filed the pro forma financials for the Penn Virginia Eagle Ford sale, confirming the deal actually closed at $422.1 million (better than the originally announced $401 million) once adjustments were finalized - $379.8 million cash and 10 million Penn Virginia shares worth about $42.3 million. The filing had waited on the delayed 2012 10-K and Q1 2013 10-Q, both now filed (June 14 and July 9, 2013).
Magnum Hunter's board approved standard indemnification agreements for all its directors and executive officers, contractually guaranteeing legal-expense advancement and indemnification - adopted just as the company faced elevated legal exposure from its accounting and auditor problems.
The audit delay also hit Magnum Hunter's Eureka Hunter Pipeline subsidiary: both its SunTrust-led first-lien lenders and PennantPark's second-lien loan had to formally consent that a late first-quarter 2013 financial statement delivery wouldn't trigger default, tying the new deadline to completion of the delayed parent-company audit.
With its 2012 10-K and Q1 2013 10-Q still unfiled while new auditor BDO USA worked through the audit, Magnum Hunter received a non-compliance letter from NYSE MKT regarding its listed Series C, D and E preferred stock (its common stock listing on the NYSE proper was unaffected) and had until late May 2013 to submit a compliance plan targeting an August 2013 fix - the accounting crisis now directly threatening a listing.
When the Eagle Ford sale to Penn Virginia closed, Magnum Hunter took part of the consideration as 10 million shares of Penn Virginia stock and signed a registration-rights and standstill agreement governing that stake - registration rights to eventually sell the shares, plus a standstill barring Magnum Hunter from seeking control of Penn Virginia.
As the stalled 2012 audit dragged on, Magnum Hunter's lenders cut its credit facility borrowing base to $265 million (from $350 million) to reflect the pending Eagle Ford sale, and again extended the deadline to deliver audited 2012 financials, tying the new deadline to the senior notes indenture's own compliance clock.
Magnum Hunter fired PricewaterhouseCoopers mid-audit, before PwC could finish or issue an opinion on the 2012 financial statements: PwC had flagged unresolved matters that could materially affect the reliability of the accounts and material weaknesses in internal controls serious enough that PwC doubted the company could produce reliable financials, and wanted to expand its audit scope. Magnum Hunter said it believed no restatement was needed and was fixing its accounting department with Big Four advisory help.
Magnum Hunter detailed the Stock Purchase Agreement for the Eagle Ford sale to Penn Virginia's Penn Virginia Oil & Gas subsidiary, structured as a sale of Eagle Ford Hunter's stock for the same $361 million cash (plus up to $40 million in cash or Penn Virginia stock), expected to close in May 2013.
Magnum Hunter agreed to sell its entire Eagle Ford Shale position in Gonzales and Lavaca Counties, Texas (19,000 net acres, 49 producing wells) to Penn Virginia for $361 million cash plus up to $40 million more - a major retreat from one of its four core operating areas just as its accounting problems were surfacing.
Magnum Hunter had to get its bank lenders to extend the deadline for delivering audited 2012 financial statements to May or June 2013 and waive any default that would otherwise be triggered by a late 10-K - the auditor transition and Q2 2012 restatement had delayed the annual audit, and now that delay threatened to put the company in technical default on its debt.
Magnum Hunter's lenders raised the credit facility's borrowing base again, to $350 million (now fully "conforming"), and increased the ceiling on senior notes the company could issue to $800 million from $650 million - continued room to add debt even as the balance sheet had grown very large very fast.