30 July 2015listing compliance notice▼ BadMajor
NBL Texas, LLC deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
20 July 2015listing compliance notice● NeutralMajor
NBL Texas, LLC's exchange filed to remove a class of its securities from listing.
16 June 2015business combination● NeutralMajor
The company filed its definitive proxy statement dated June 16, 2015 for a July 20, 2015 special meeting to vote on the Noble Energy merger (0.542 Noble shares per Rosetta share). The board unanimously recommends a vote FOR. The stated value per share was about $26.62 on May 8, 2015 and about $24.60 on June 15, 2015, and Rosetta holders would own roughly 10% of Noble after closing. This continues the merger thread; the vote has not yet happened.
11 May 2015business combination● NeutralMajor
On May 10, 2015 the company agreed to be acquired by Noble Energy in an all-stock merger: each Rosetta share converts into 0.542 Noble Energy shares (cash for fractions). Closing needs approval from a majority of outstanding Rosetta shares and Hart-Scott-Rodino antitrust clearance; either side can terminate if not completed by November 12, 2015, and Rosetta may owe a $65M termination fee in certain circumstances. The deal is not yet completed, so the shareholder outcome is still pending.
13 Mar 2015material agreement▼ BadMajor
On March 9, 2015 the company agreed to sell 12,000,000 new common shares to Morgan Stanley at $17.04 per share, with a 30-day option for 1,800,000 more. Proceeds are intended to repay revolver borrowings and for general corporate purposes. Issuing new shares dilutes existing holders; this is far below the $42.50 paid in the April 2013 offering (a comparison, not a stated reason).
29 May 2014debt financing● NeutralMajor
On May 29, 2014 the company completed its $500M offering of 5.875% senior notes due 2024, resolving the pending closing from the May 21 underwriting agreement. Net proceeds of about $491.8M are expected to repay revolver borrowings and for general corporate purposes; interest is payable June 1 and December 1, starting December 1, 2014. The filing does not link the proceeds to redeeming the 9.500% notes.
28 May 2014material agreement● NeutralMajor
On May 21, 2014 the company signed an underwriting agreement to sell $500M of 5.875% senior notes due 2024, with about $491.8M net proceeds intended to repay revolver borrowings and for general corporate purposes. The filing does not link the proceeds to redeeming the 9.500% notes.
3 Apr 2014debt financing● Neutral
On April 2, 2014 the company amended its revolver (Eighth Amendment) to authorize redeeming its 9.500% senior notes due 2018, let it change total commitments as long as they stay within the borrowing base, and raise the lease-payment limit to $25M per twelve months. The filing does not say the redemption has been done or give its timing.
15 Nov 2013debt financing● NeutralMajor
On November 15, 2013 the company closed the $600M 5.875% senior notes due 2022, guaranteed by its subsidiaries, with interest paid June 1 and December 1 starting June 1, 2014. Net proceeds of about $590.3M are expected to repay all revolver borrowings and for general purposes; the notes are redeemable at the company's option under set terms.
12 Nov 2013material agreement● NeutralMajor
On November 7, 2013 the company signed an underwriting agreement to sell $600M of 5.875% senior notes due 2022, with about $590.3M net proceeds intended to repay all revolver borrowings and for general corporate purposes. This continues the pattern of replacing revolver debt with fixed-rate notes after the Permian purchase.
14 May 2013asset acquisition disposition▲ GoodMajor
On May 14, 2013 the company closed the Permian Basin acquisition from a Comstock Resources affiliate, paying $811M including closing adjustments (still subject to post-closing adjustments), effective January 1, 2013. This resolves the open Comstock deal announced in March at $768M; funding came largely from the April-issued senior notes plus borrowings on the expanded revolver.
2 May 2013debt financing● NeutralMajor
On May 2, 2013 the company closed the $700M 5.625% senior notes due 2021, expecting about $690.5M net proceeds to fund part of the Comstock Permian purchase. The notes must be redeemed at 100% if the acquisition does not close by July 15, 2013 or the purchase agreement is terminated.
23 Apr 2013material agreement● NeutralMajor
On April 18, 2013 the company signed underwriting agreements to sell $700M of 5.625% senior notes due 2021 and 7,000,000 new common shares at $42.50 each ($40.80 net of underwriting costs), with a 30-day option for 1,050,000 more shares. This is the permanent financing for the Comstock acquisition, replacing the $700M bridge commitment as the planned route; the bridge would apply only if the offerings did not raise enough. The new shares dilute existing holders.
15 Apr 2013debt financing▲ GoodMajor
The company amended its bank revolver on April 12, 2013: the borrowing base rose from $625M to $800M, the maximum credit amount rose to $1.5B (from $750M), and maturity moved to April 12, 2018. The same day's press release said $305M was outstanding after a $38.4M deposit on the pending Comstock Permian purchase, and raised 2013 capital guidance from $640-700M to $840-900M to reflect that deal.
20 Mar 2013material agreement● NeutralMajor
On March 14, 2013 the company's subsidiary agreed to buy producing and undeveloped Delaware Basin interests in Gaines and Reeves Counties, Texas from Comstock for $768M, effective January 1, 2013, subject to closing adjustments and due diligence. It has commitments for a $700M senior unsecured bridge facility (JPMorgan, Morgan Stanley, WF Investment Holdings) as backup to a high-yield notes offering, and may also use the revolver or other debt or equity; the deal must close by July 15, 2013.
6 Sept 2012material agreement termination▲ GoodMajor
On August 31, 2012 the company prepaid its fixed-rate second lien borrowings from Prudential, totalling $20,682,277.33 including principal, interest and a make-whole payment, and ended the second lien term loan agreement, which was due October 2, 2012. The 13.75% second lien debt, secured on substantially all assets, is now gone, resolving that open thread.
30 Apr 2012debt financing▲ GoodMajor
On April 25, 2012 the company signed a fifth amendment to its revolver, now with Wells Fargo Bank as administrative agent, raising the borrowing base to $625M (from $325M) and changing the interest and commitment fee margins. It also increases the company's capacity to hedge production; the filing does not give the new margins.
1 Aug 2011production update● Neutral
On August 1, 2011 the company said full production was restored at its Gates Ranch Eagle Ford assets after a midstream provider's processing facility had an operational upset. About 75 million cubic feet equivalent per day of net production was curtailed from July 20 to July 27; a second midstream provider took the balance of field production meanwhile.
16 May 2011debt financing▲ GoodMajor
On May 10, 2011 the company amended its senior revolver to allow up to $750M of borrowing and extended the maturity to May 10, 2016 (previously July 2012), with BNP Paribas as agent. The borrowing base is set at $325M (down from $375M), the interest margin over LIBOR is 1.75%-2.75% (was 2.25%-3.00%), and the maximum leverage ratio is loosened to 4.0 from 3.5.
21 Apr 2011asset acquisition disposition● NeutralMajor
On April 15, 2011 the company's subsidiaries closed the sale of their Sacramento Basin, California assets (part of the Calpine-origin business bought in 2005) to Vintage Petroleum, LLC for $200M, subject to adjustments; $43.6M is held in escrow until consents are received, with the rest of the transfer expected by Q3 2011. A press release also says a DJ Basin (Colorado) sale closed March 31, 2011, for a combined $255M, and the CEO calls these the final step in a shift to unconventional resources, leaving Eagle Ford and Southern Alberta Basin as the focus.
18 Aug 2010business combination● Neutral
On August 18, 2010 the company filed Amendment No. 1 to its July registration statement for the exchange of its $200M 9.500% senior notes due 2018 for registered, substantially identical notes. It continues the exchange offer; the company receives no proceeds, the exchange is not taxable for US federal income tax, and the expiry date is still blank, so the offer is not yet open.
20 July 2010business combination● Neutral
On July 20, 2010 the company filed a registration statement to offer registered 9.500% senior notes due 2018 in exchange for the $200M of privately placed notes issued in April 2010. The notes are substantially identical, the company receives no proceeds, and the exchange is not taxable for US federal income tax. This fulfils the exchange offer promised in the April registration rights agreement and does not involve shares or new borrowing.
19 Apr 2010debt financing● NeutralMajor
On April 15, 2010 the company closed the $200M offering of 9.500% senior notes due April 15, 2018, issued under an indenture with Wells Fargo as trustee and guaranteed by its subsidiaries. The notes are unsecured, so they rank behind the secured revolver and second lien loan, and their covenants restrict new debt, dividends and asset sales. The company also agreed to offer holders registered notes in exchange. This completes the offering priced April 12.
13 Apr 2010material agreement● NeutralMajor
On April 12, 2010 the company agreed to sell $200M of 9 1/2% senior notes due 2018 to initial purchasers led by J.P. Morgan Securities, sold privately to institutional buyers and non-US persons. The press release says the proceeds will repay $80.0M of the second lien term loans and some revolver borrowings, and pay fees. This follows the offering announced April 5.
5 Apr 2010debt financing● NeutralMajor
Effective April 1, 2010 the revolver borrowing base rose from $350M to $375M. On April 5, 2010 the company amended its revolver and second lien loan to allow up to $250M of unsecured senior notes and a California compression and gathering sale-leaseback of up to $15M, and announced a private offering of $200M of senior notes due 2018. Proceeds from any such notes must repay at least $80M of the second lien loan. This starts the move to refinance part of the 2009 second lien debt.
23 Oct 2009debt financing● Neutral
On October 22, 2009 the company made first amendments to its revolver and second lien loan, removing one interest-rate option, allowing investments in US government securities maturing in 15 months instead of one year, and releasing the lenders' lien on one deposit account. Lenders also approved a scheduled lowering of the revolver borrowing base to $350M, down from the $375M set in April 2009.
8 May 2009asset acquisition disposition● Neutral
The company reported that it issued a press release on its first-quarter 2009 earnings and operational outlook. The 8-K text itself gives no figures; any results are only in the attached press release, which is not reproduced here. Despite the 'asset acquisition' label, no acquisition or disposal is described.
24 Apr 2009debt financing● NeutralMajor
On April 21, 2009 the company used the option in the April 9 second lien loan, raising it from $75M to $100M. A new lender, Prudential Insurance Company of America, provided $20M of fixed-rate debt at 13.75%, and Wells Fargo Energy Capital raised its floating-rate commitment by $5M to $25M. This adds $25M of debt.
15 Apr 2009debt financing● NeutralMajor
On April 9, 2009 the company restated its senior revolving credit agreement with BNP Paribas as agent: up to $600M, term extended to July 1, 2012, borrowing base set at $375M (the press release says it was $400M before). It also restated its second lien term loan at $75M, extended to October 2, 2012, at LIBOR plus 8.5% with a 3.5% floor, with an option to raise it to $100M within 30 days. The revolver is secured on substantially all assets and carries a minimum current ratio of 1.0 and a maximum leverage ratio of 3.5.
10 Dec 2008capital raising announcement● Neutral
On December 9, 2008 the board adopted amended bylaws adding advance notice rules: stockholders must give notice 90 to 120 days before the anniversary of the prior annual meeting to propose nominees or business, with detailed information required. Despite the capital-raising label, the filing describes no share issuance.