Each one in plain English, with the numbers worked through for a shareholder.
28 June 2006material agreement▲ Good
On June 27, 2006 the credit facility lenders raised the borrowing base from $60 million to $67.5 million (more borrowing capacity, not money drawn), continuing the series of increases. They also waived a requirement so that a possible sale of certain Gulf of Mexico properties, tied to the previously disclosed engagement of Randall & Dewey, can proceed without the proceeds having to be used to repay the facility. No sale is announced.
After the May 16, 2006 annual meeting, PetroQuest set 2006 base salaries (CEO Charles Goodson $400,000) and stockholders approved enlarging the 1998 Incentive Plan's share reserve to the greater of 7,000,000 shares or 15% of outstanding shares (previously the greater of 3,000,000 or 10%). The board then deleted the plan's ability to reprice awards. Four other executives received the option and restricted stock grants already seen in the May 18 insider notices (Goodson got none), and their severance agreements were amended to cover excise taxes on change-in-control payments. The company expects about $4.5 million of non-cash compensation expense in 2006 from these grants; this means more potential share dilution over time.
PetroQuest was told on April 20, 2006 that the borrowing base on its credit facility rose from $40 million to $60 million after the regularly scheduled redetermination. This is more available borrowing capacity under the facility, not money already drawn.
PetroQuest raised the borrowing base on its bank credit facility from $25 million to $40 million and loosened the maximum debt-to-EBITDA covenant from 2.5 to 1 up to 3 to 1. This gives more borrowing room just a month after the facility was signed.
PetroQuest signed a Second Amended and Restated Credit Agreement on November 18, 2005 with JPMorgan Chase, Macquarie Bank and Calyon, giving a $100 million revolving facility maturing November 19, 2009. The initial borrowing base is only $25 million, with $6 million drawn. It is secured by its oil and gas properties and carries a maximum debt-to-EBITDA ratio of 2.5 to 1. It replaces the earlier credit agreement that had been amended eight times.
PetroQuest said it plans to move its common stock from the Nasdaq National Market (symbol PQUE) to the New York Stock Exchange (symbol PQ), with NYSE trading expected to start November 30, 2005. This is a voluntary move, not a compliance problem.
PetroQuest and its subsidiaries filed a registration statement to swap the $150 million of privately placed 10 3/8% Senior Notes due 2012 for identical notes registered with the SEC. This fulfils the registration rights promised when the notes were sold. It does not raise new money or change the company's debt amount, and the terms are the same.
5 July 2005asset acquisition disposition● NeutralMajor
PetroQuest closed the remaining two of its four Oklahoma purchase agreements on July 1, 2005 for an adjusted $21.3 million, covering producing gas properties and four gas gathering systems. The extra 20% interest that had been proposed was not part of this closing. The price was paid with remaining proceeds from the 10 3/8% Senior Notes offering. This completes the Oklahoma acquisition thread started in the June amendment.
PetroQuest closed a $25.0 million add-on to its 10 3/8% Senior Notes due 2012 (priced at 99% of face, yielding 10.578%), bringing the total to $150.0 million alongside the $125.0 million issued on May 11, 2005. Its bank lenders also amended the credit agreement to allow the notes and to remove the cap on general and administrative expenses. For shareholders this adds unsecured debt with interest due each May 15 and November 15.
PetroQuest changed two of its four agreements to buy producing gas properties and gas gathering systems in Oklahoma's Arkoma Basin: it will take a proportionately 20% larger interest in the producing properties, the base price rises from $17 million to $20.4 million, and the closing deadline moves from June 1 to June 30, 2005.