REX ENERGY CORP

REX ENERGY CORP terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

The liquidation plan confirmed on October 16, 2018 took effect on November 14, 2018, earlier than the roughly October 31 date expected. All common and preferred stock (plus options and warrants) was cancelled without consideration and has no value, so shareholders receive nothing. The unsecured notes were also cancelled, though they may stay outstanding briefly solely to make the single final distribution already announced; the second-lien notes were cancelled too, with procedures set up to distribute to their holders under the plan and/or the purchase agreement. All remaining officers and directors resigned, and Tiffany King became the sole officer and director, signing as Plan Administrator. The company says it will file a Form 15 to suspend its SEC reporting and then stop filing reports. The filing also sets a December 14, 2018 deadline for administrative claims and for final professional fee applications.

bankruptcy or receivership

The bankruptcy court confirmed Rex's liquidation plan on October 16, 2018, with the effective date expected around October 31. Only second-lien noteholders are entitled to distributions; common stock, preferred stock and the unsecured 8.875% 2020 and 6.250% 2022 notes are cancelled on the effective date and receive nothing under the plan (the unsecured noteholders get one distribution on November 5, 2018 under the sale agreement). Remaining assets will be liquidated or abandoned. CEO Thomas Stabley and COO Robert Ovitz resigned effective September 28 upon the sale (Stabley stays a director); CFO Curtis Walker is now also principal executive officer during the wind-down.

bankruptcy or receivership

On September 28, 2018 Rex completed the sale of substantially all its assets to PennEnergy Resources, LLC for $600.5 million, subject to adjustments, as set out in the August agreement (as amended September 28; court approved August 31). This completes the sale pending since the August 24 agreement; the filing again warns that securities trading prices may bear little relation to any recovery.

asset acquisition disposition

On August 24, 2018 Rex cancelled the bankruptcy auction and chose PennEnergy Resources, LLC's bid, signing an agreement to buy substantially all assets for $600.5 million, subject to adjustments and court approval (hearing August 30). The price first repays the DIP loan and first-lien debt in full, then $162 million goes to second-lien noteholders and $2,775,000 to unsecured noteholders' trustee, with $1,725,000 for disputed lease claims; remaining cash covers wind-down costs, with any leftover going to second-lien holders. The filing states no payment to common or preferred holders, and warns that trading prices may bear little relation to any recovery. Closing is expected around September 28, 2018. This carries out the sale process set up in the May restructuring agreement.

material agreement

On May 18, 2018 Rex and certain subsidiaries filed for Chapter 11 bankruptcy in the Western District of Pennsylvania, ending the string of forbearance extensions. A restructuring support agreement was signed with the term loan agent, 100% of first-lien lenders and 71.8% of second-lien noteholders: a sale process for substantially all assets with a reserve price enough to repay the DIP and first-lien lenders in full, alongside a plan under which second-lien holders get any excess sale proceeds (or, if no sale, the DIP and first-lien lenders get 100% of the reorganized equity). A proposed $100 million DIP loan awaits court approval. The filing mentions no recovery for common or preferred holders; under the described plan terms, only lenders and second-lien holders receive value (the equity outcome is an inference at this stage and not stated here). The petition also accelerated the remaining debt, and the unsecured notes had already been accelerated.

bankruptcy or receivership

The 30-day grace period on the missed April 2, 2018 second-lien interest payment expired unpaid. On May 3, 2018 the trustee for the unsecured notes accelerated them: about $7.3 million of 8.875% 2020 notes and about $5.4 million of 6.250% 2022 notes are now immediately due. These are the small remnants of the older unsecured notes. The filing does not say whether they were paid.

debt financing

On April 27, 2018 the term loan agent gave notice accelerating all amounts owed, about $255 million excluding yield maintenance and call protection amounts. Enforcement is still blocked while forbearance runs, now extended to May 9, 2018. On May 3 some second-lien noteholders also agreed to forbear through May 9 on the missed interest default. The acceleration is itself a default under the second-lien indenture and the unsecured 8.875% 2020 and 6.250% 2022 notes' indentures.

debt financing

On April 23, 2018 Rex, the term loan agent, lenders and Macquarie Bank signed a third forbearance agreement extending the hold on enforcement to May 2, 2018, with room to extend further if the agent and Rex agree. Defaults remain uncured and unwaived, and acceleration is still possible. Rex continues to say talks with stakeholders, including holders of its notes, preferred stock and common stock, have no assured outcome.

material agreement

REX ENERGY CORP's exchange filed to remove a class of its securities from listing.

listing compliance notice

On April 16, 2018 Rex and its term loan lenders signed a second forbearance agreement extending the hold on enforcement to April 23, 2018. It lets Rex borrow $34,129,754.54 of delayed-draw loans to cash collateralize existing letter-of-credit exposure. The defaults are not cured or waived, and the lenders can still accelerate. Rex says it is still seeking a deal with lenders and security holders, with no assurance of one.

material agreement

On April 3, 2018 Nasdaq issued a staff determination that Rex's common stock will be suspended at the open on April 12, 2018 and delisted, and Rex does not plan to appeal. This follows the Nov 2017 equity shortfall notice: Nasdaq had extended deadlines to March 12 (sign a restructuring agreement) and May 15, 2018 (shareholder approval and closing), and Rex had no restructuring agreement by the first date. The stock may be quoted on the OTC Bulletin Board or Pink marketplace only if a market maker applies and Rex is current in its reporting, which is not assured.

listing compliance notice

Rex missed the April 2, 2018 interest payment on its second-lien notes, which triggered a cross-default under the April 2017 term loan. It also has financial reporting defaults under that loan. On April 3 the term loan lenders agreed to hold off enforcement until April 16 but did not waive the defaults, and they can still accelerate the debt. Rex says it wants time to talk with lenders and holders of the notes, preferred stock and common stock about a possible restructuring, with no assurance of a deal.

material agreement

On March 13, 2018 Rex agreed to sell its non-operated interests in 61 wells in Westmoreland, Centre and Clearfield Counties, PA to XPR Resources, and its 40% stake in RW Gathering to COG2 (an XPR affiliate). Expected total is about $17.2 million, effective Jan 1, 2018, with closing expected within 15 days. The filing calls the acreage non-core. This continues the pattern of asset sales; the Westmoreland interests were tied to the earlier Williams relationship, which is an inference from context.

material agreement

Nasdaq told Rex on Nov 16, 2017 that it fails the minimum listing rule because stockholders' equity at Sept 30, 2017 was under $2.5 million and it meets neither alternative test (market value of listed securities or net income from continuing operations). Trading is unaffected for now; Rex has until Jan 2, 2018 to submit a compliance plan, and Nasdaq could allow up to 180 days from Nov 16 if it accepts the plan. Otherwise delisting is possible.

listing compliance notice

On April 28, 2017 Rex replaced its bank revolver with a new $300M secured term loan from Angelo, Gordon and other lenders: a $143.5M term loan plus a $156.5M delayed-draw loan available until April 28, 2018. Interest is LIBOR (1% floor) plus 8.75%, much costlier than a bank revolver. It matures April 28, 2021, or earlier, six months before the 2020 second-lien notes mature, unless under $25M of them remain. Early repayment carries penalties, with 3.0% call protection for 30 months, and Rex must prepay from asset sales, equity issuances and excess cash flow. It also faces covenants on senior secured debt to EBITDAX, PDP coverage and interest coverage. The loan is secured on substantially all of Rex's assets and guaranteed by its subsidiaries. This supersedes the revolver and its $190M borrowing base.

debt financing

The Warrior South sale to Antero closed on Jan 11, 2017, resolving the Jan 4 agreement, with proceeds going to pay down the revolver. A Twelfth Amendment to the credit agreement keeps the borrowing base at $190M after the sale and cuts the letter-of-credit commitment to the greater of $40M and a formula based on $50M. Rex also issued a 2017-2018 plan: 2017 net capital spending of $70-80M, 2017 production of 194-204 MMcfe/d, and 2018 spending of $20-40M with production of 223-233 MMcfe/d, all excluding divested assets. These are company forecasts, not results.

material agreement

On Jan 3, 2017 Rex's subsidiary R.E. Gas Development, with partners MFC Drilling and ABARTA, agreed to sell its Warrior South assets in Noble, Guernsey and Belmont Counties, Ohio to Antero Resources for $50M total, about $30M net to Rex. The sale covers 14 gross wells producing 15 Mmcfe/d (9 net to Rex) and about 6,200 gross acres (4,100 net), which Rex calls non-core. Closing is expected in Q1 2017, with proceeds to pay down the revolver and for general purposes. Rex says its bank lenders approved keeping the $190M borrowing base after closing.

material agreement

On July 21, 2016 one noteholder swapped $43.5M of the 1.00%/8.00% second-lien notes due 2020 for about 16.8M new common shares, and the notes were cancelled. Rex says this cuts debt by $43.5M and saves about $11.1M of interest, and that debt is down about $84.0M since the end of Q1 with over $22M of interest savings. The cost to common holders is dilution (16.8M new shares), and Rex says it plans similar deals.

capital raising announcement

Rex signed an Eleventh Amendment to its bank credit agreement (July 1, 2016). It keeps the borrowing base at $190M with no cut after the Illinois Basin sale, gives flexibility on how the sale proceeds are used, waives the current ratio test for the June 30, 2016 quarter, and adds a new minimum PDP coverage ratio of 1.65 to 1.00. Rex also announced that its registered exchange of the second-lien notes expired June 29, 2016 with 99.99% of the $631,458,573 of notes tendered; this resolves the open registration-rights thread, and the new notes have substantially identical terms.

material agreement

Rex agreed on June 14, 2016 to sell all its Illinois Basin oil and gas properties (about 76,000 net acres in Illinois, Indiana and Kentucky, producing about 1,700 net barrels a day) to Campbell Development Group for about $40M at closing, plus up to $10M more over three years depending on commodity prices. Closing is expected around Aug 16, 2016. Separately, Nasdaq notified Rex that its share price had stayed below $1.00 for 30 business days. This is the formal deficiency notice following the Feb 2016 warning, and the deadline is now Dec 12, 2016 (the earlier Aug 23 deadline in the context is superseded). Rex may move to the Nasdaq Capital Market for a further 180 days and says it will consider a reverse split.

listing compliance notice

On March 31, 2016 Rex completed its exchange offer. Holders of $323.98 million (92.57%) of the 2020 notes and $309.135 million (95.12%) of the 2022 notes tendered, and received $633,657,047 of new 1.00%/8.00% second-lien notes due 2020 plus 8,412,615 new common shares. The new notes pay 1% interest for the first three semi-annual payments, with first payment October 1, 2016, and 8% cash after that, and they sit behind the bank credit facility. The old-note indentures were stripped of covenants on borrowing and liens, so the small remaining unexchanged old notes have weaker protections. This resolves the exchange offer thread, replacing most unsecured debt with secured debt at lower near-term interest and adding new shares that dilute existing holders. The Registration Rights Agreement requires an exchange offer into registered notes within about 360 days.

capital raising announcement

On March 14, 2016 Rex signed a Tenth Amendment to its bank credit agreement. It now allows up to $681 million of new second-lien notes for the exchange offer (up from $480 million), raises the mortgage requirement on oil and gas properties from 90% to 95% (100% for certain Moraine East and Warrior North properties), and caps balance-sheet cash at $15 million, with any excess used to pay down the credit facility. Rex told lenders it does not expect to meet the current-ratio covenant at March 31, 2016 and received a waiver for that quarter. Separately, the borrowing base falls from $200 million to $190 million from April 1, 2016, and any borrowings above that level are to be repaid on April 1. This is another tightening of the bank terms set in the February Ninth Amendment.

material agreement

On March 1, 2016 Rex signed a joint development agreement with OhPa Drillco (a Benefit Street Partners affiliate) covering 58 wells in Moraine East and Warrior North. Drillco funds 15% of costs in Moraine East and 65% in Warrior North in exchange for matching working interests, with total consideration expected at $175 million, $37 million of it committed at closing for the first 22 wells. Rex expects about $20 million of reimbursement once the first 15 wells are flowing. The attached press release also says the exchange offer for the 8.875% 2020 and 6.250% 2022 notes was extended to March 22, 2016; tenders so far were about $137.8 million (39.38%) of the 2020 notes and $129.8 million (39.95%) of the 2022 notes, offered for up to $480 million of new 10.00% second-lien notes and 10,125,000 shares.

material agreement

Nasdaq told Rex on Feb 25, 2016 that its stock had closed below $1.00 for 30 consecutive business days, breaching a listing rule. Trading is unaffected for now, and Rex has until Aug 23, 2016 to get back above $1.00 for 10 straight days, with a possible further 180 days if it moves to the Nasdaq Capital Market. Rex says it is considering options including a reverse stock split or a transfer to the Capital Market.

listing compliance notice

On Feb 3, 2016 Rex signed a Ninth Amendment cutting the credit facility borrowing base from $350 million to $200 million. It permits up to $480 million of new second-lien notes for a note exchange, requires mortgages on 90% of oil and gas properties (from 80%), and raises borrowing costs by 75 bps. The same filing gives preliminary 2015 results: production averaged 195.8 MMcfe/d (up 26.8%), revenues fell with lower prices, and Rex expects a $340-350 million impairment and a net loss to common shareholders of $365-385 million. The reduced borrowing base reverses the earlier $350 million level; the amendment also sets up the exchange offer for the 2020 and 2022 notes.

material agreement

Rex agreed on June 18, 2015 to sell its entire 60% stake in Water Solutions Holdings (including Keystone Clearwater Solutions) to American Industrial Water, an affiliate of American Water Works. The deal is valued at about $130 million including cash and debt, and Rex expects roughly $66 million of net proceeds after taxes, to be used to pay down the revolver and for general purposes. This completes the sale process that was open in the context (RBC advising); closing still needs Hart-Scott-Rodino antitrust clearance, and the revolver lenders waived a restriction on this type of sale on June 15.

material agreement

Rex signed a participation agreement on March 30, 2015 with ArcLight affiliate AL Marcellus Holdings under which ArcLight funds well costs for 32 designated Butler Operated Area wells in return for a 35% working interest, valued at about $67 million ($16.6 million received at closing per the press release). ArcLight's interest drops to 17.5% if return thresholds are met, and it has an option on 17 more Moraine East wells in 2016 at 20%. This follows the December 2014 search for a Moraine East partner. Rex also signed a Seventh Amendment on March 27, 2015 setting the borrowing base at $350 million (down from $400 million) and changing the senior secured debt to EBITDAX limit to 1.75x for Q4 2014 and 3.00x from March 31, 2015. The release cuts 2015 operating capital spending to $135-$145 million and 2015 production guidance to 185-195 MMcfe/d (from 196-205).

material agreement

On December 16, 2014 Rex signed a Sixth Amendment to its bank credit agreement, replacing the old leverage test with a limit on net senior secured debt of 1.75 times EBITDAX through June 30, 2016, after which a total net debt limit of 4.25 times applies. The company says it expects to exit 2014 with no borrowings on the facility. The accompanying release set 2015 operating capital spending at $180-$220 million (about 44% below the 2014 midpoint), 2015 production guidance of 196-205 MMcfe/d, and said Rex has hired RBC Capital Markets to pursue a sale of its 60% stake in Keystone Clearwater Solutions and is still seeking a joint venture partner for Moraine East.

debt financing

Rex closed the Shell (SWEPI) acquisition on September 9, 2014: about 208,000 gross (207,000 net) acres in western Pennsylvania and eastern Ohio, 100% working interest and operatorship, for $120 million in cash (subject to post-closing adjustments). The press release says it was funded primarily from the recent convertible perpetual preferred stock offering, so that offering evidently went ahead (size not stated here). Separately, a Fifth Amendment to the credit agreement on September 12 raised the borrowing base from $293.75 million to $400 million, pushed maturity to September 12, 2019, and removed the interest coverage ratio; the company says nothing is currently borrowed. It also plans a third Butler rig in early 2015, focused on the newly acquired Moraine East area.

asset acquisition disposition

Rex Energy's subsidiary signed new gas gathering, processing and liquids fractionation/marketing agreements with MarkWest for its Keystone Complex in Butler County, PA, replacing the earlier arrangements. The main term runs through November 30, 2026 (then year-to-year unless a party gives 12 months' notice), at fixed fees, with priority processing rights of up to 280 MMcf/d once Bluestone III is built and up to 405 MMcf/d once Bluestone IV is built. This continues the fixed-fee MarkWest processing structure already in place.

material agreement

Rex Energy agreed on August 11, 2014 to buy about 208,000 gross (207,000 net) acres in western Pennsylvania and eastern Ohio from Shell affiliate SWEPI, LP, with a 100% working interest and operatorship, for about $120 million in cash. Closing is expected in September 2014, and either side can terminate if it has not closed by September 15, 2014. The press release says it expands the Butler Operated Area and includes about 16 MMcf/d of production; the company also announced an intended offering of convertible perpetual preferred stock via depositary shares, whose size and pricing are not in this filing and which would add a new class of equity.

material agreement

Rex Energy sold $325 million of 6.250% senior unsecured notes due August 1, 2022 (upsized from the $250 million announced July 14), at 98.28% for about $318.8 million net, closing July 17, 2014. It used part of the proceeds to repay all revolver borrowings, with the rest for general corporate purposes. Interest is due Feb 1 and Aug 1 from Feb 1, 2015. Rex agreed to offer registered exchange notes within 360 days, or pay 1% extra interest. The notes rank behind the secured revolver.

debt financing

Rex Energy signed a Third Amendment to its credit agreement on July 11, 2014: Royal Bank of Canada replaces KeyBank as administrative agent and issuing bank, and the dollar cap on senior debt securities is removed, leaving only the financial covenants as the limit. It also announced a planned $250 million private offering of senior notes due 2022, with proceeds to repay all revolver borrowings and for general corporate purposes, and reaffirmed 2014 guidance.

debt financing

Rex Energy's bank group raised the borrowing base on its senior secured credit facility from $325 million to $375 million, and lender commitments from $215 million to $375 million, through a Second Amendment dated March 27, 2014. The amendment also lowers the pricing grid and adds two banks. This reverses the April 2013 cut in commitments to $215M; the press release attributes the increase to drilling success and reserve and production growth.

material agreement

Rex sold an additional $100 million of its 8.875% senior notes due 2020 at 105% of face value (plus accrued interest from December 12, 2012), for net proceeds of about $102.8 million, to fund part of 2013 capital spending and for general corporate purposes. It also cut the maximum commitments under its revolver from $300 million to $215 million, effective on closing. This adds to the $250 million of notes issued in December, bringing the notes to $350 million in total, and trades some bank capacity for bond debt.

debt financing

Rex replaced its senior credit facility with an amended and restated secured revolver (KeyBank as agent) maturing March 27, 2018. The borrowing base is $325 million, but lender commitments are limited to $300 million, and the facility is secured by mortgages on oil and gas properties. It keeps the 4.25 to 1.00 debt to EBITDAX limit and also requires EBITDAX to interest of at least 3.0 to 1.0. This supersedes the facility last amended in November 2012 and follows the December 2012 repayment of the revolver with note proceeds.

debt financing

Rex closed a private sale of $250 million of 8.875% senior unsecured notes due December 1, 2020, with net proceeds of about $242.8 million. The filing says the money was used to repay all revolving credit borrowings, repay in full and terminate the second lien term loan, and for general corporate purposes. This completes the notes offering announced in November and removes the second lien loan from the debt structure; the new notes rank behind the secured bank debt, and Rex must offer to swap them for registered notes within about 360 days.

debt financing

Rex amended its senior and second lien credit agreements (11th and 3rd amendments, effective Nov 12, 2012) so the cap on total debt to EBITDAX of 4.25 to 1.00 applies to quarters ending after December 31, 2012. It also published interim proved reserves of 612.1 Bcfe at Oct 31, 2012 (up 67% from year-end 2011, or 34% excluding ethane), a preliminary 2013 budget with 2013 production growth guided at 34%-40%, and recast its 2011 and 2010 financials into two segments (exploration and production, and field services) with no change to revenue or net loss. It also announced plans for a private offering of senior notes due 2020, which is the financing that followed in December.

material agreement

Rex reported its first Ohio Utica well, the Brace #1H in Carroll County, at 1,094 Boe/d on its first day of sales and 1,008 Boe/d over five days (assuming full ethane recovery). The company says Rex has about 15,400 net acres there and plans nine more drills in 2013. It also lowered production guidance: third quarter is now 70-72 MMcfe/d (was 73-76) and full year 66-69 MMcfe/d, blaming commissioning and maintenance problems at the MarkWest-run Bluestone/Sarsen plant and its own choice to defer some Butler output to test longer shut-ins.

production update

With the Keystone sale to a MarkWest subsidiary now closed, Rex's subsidiary R.E. Gas and Summit signed a second amendment to the gas gathering and processing agreement with Keystone. It extends the term, commits their gas in a designated area to Keystone, adds priority capacity at the Sarsen and Bluestone plants, and replaces the percent-of-proceeds fee for liquids with a fixed fee that rises over time. This resolves the pending Keystone sale and keeps Rex as a customer of the plants it no longer part-owns; the filing does not give the dollar effect.

material agreement

Rex's subsidiary R.E. Gas, which holds a 28% stake in the Keystone Midstream joint venture, agreed with Stonehenge and Summit to sell Keystone to MarkWest for $512 million in cash in total (subject to working-capital and debt adjustments), shared among the holders by their ownership ratios. Closing needs approvals, repayment of Keystone's bank debt and antitrust clearance; either side may terminate if it has not closed within 90 days. Rex also raised its senior borrowing base by $10 million to $265 million, lifted its allowed midstream/infrastructure investments to $55 million cash (and the same increase in its second lien agreement), amended its bylaws, and re-elected six directors and ratified KPMG at the May 10 annual meeting, when 52,902,996 shares were outstanding (as of the March 26 record date).

business combination

Rex priced a public offering of 7,000,000 new common shares at $9.25 each (underwriters have an option for up to 1,050,000 more), expected to close February 6, 2012. The company says net proceeds of about $61.3 million will repay borrowings under its senior credit facility, which means more shares outstanding for existing holders (inference: dilution) and less bank debt.

material agreement

On December 22, 2011, Rex signed a $100.0 million second lien term loan with KeyBank as agent, of which $50.0 million is initially available and up to $50.0 million more may be added on request; the initial borrowings mature March 28, 2016. Interest is the base rate or adjusted LIBOR plus a margin (LIBOR loans: 6.0% for the first year, then 7.0%). Proceeds are to fund oil and gas lease acquisitions in Ohio and Pennsylvania, repay the senior credit facility and for general purposes. Rex also amended the senior credit facility, raising its borrowing base from $240.0 million to $255.0 million and relaxing the leverage ratio for one year. This adds a layer of debt ranking behind the senior facility, and the new loan is secured by mortgages on subsidiaries' oil and gas properties.

debt financing

On August 9, 2011, Rex's subsidiary R.E. Gas Development agreed to sell natural gas to BP Energy at delivery points in Pennsylvania. The minimum volume is 17,500 MMBtu per day from March 1, 2012 to December 31, 2012 and 59,500 MMBtu per day after January 1, 2013, with the term ending by October 31, 2022 at the latest. Prices are tied to Dominion index prices less marketing fees and reservation charges. Rex guaranteed its subsidiary's payment obligations up to $50.0 million.

material agreement

On September 30, 2010, Rex closed the Marcellus joint venture with Sumitomo's subsidiary Summit that was agreed on August 31, 2010. Rex sold about 13,000 net acres (final adjustments from the 12,900 first stated) plus a partial interest in producing wells and midstream assets, and received about $99.5 million in cash, which included about $7.6 million of leasing reimbursement and about $7.5 million of drilling reimbursement applied against the carry. The remaining drilling carry is about $51.2 million (80% of Rex's costs for further Marcellus wells in the joint areas). Summit also took 30% of Rex's Keystone Midstream interest. The CEO says $75.0 million was drawn on the senior credit facility at closing, so the proceeds leave Rex in a positive net cash position, and that the borrowing base was increased to $125 million (the CEO's statement; the filing gives no date for that increase). This resolves the pending closing.

asset acquisition disposition

On August 31, 2010, Rex agreed with Summit Discovery Resources II, a subsidiary of Sumitomo, to sell interests in its Pennsylvania Marcellus assets (12,900 net acres, producing wells and midstream assets) in a deal valued at about $140.4 million: $88.4 million in cash at closing and $52.0 million as a drilling carry. It covers a 15% interest in Butler County acreage, 20% of the Williams joint venture areas and 50% of about 4,600 net acres in Fayette and Centre Counties, plus stakes in wells, the Butler cryogenic plant and 30% of Rex's Keystone Midstream membership interest. Rex stays operator in Butler County, and the deal changes the Williams tax partnership (the Williams joint venture of 2009). Closing is expected in September 2010 subject to conditions; the filing text provided is truncated, so parent guaranty terms are not covered.

material agreement

On July 30, 2010, Rex completed the Duncan purchase of undeveloped DJ Basin leases in Laramie County, Wyoming, covering about 18,375 net acres for about $18.4 million, less the $1.9 million deposit. That is slightly fewer acres than the 18,700 first expected; Rex may buy another 320 net acres if Duncan cures title defects within 90 days. The pro forma balance sheet assumes about $13.0 million of the cost is funded from the senior credit facility, taking pro forma debt from $15.0 million to $28.1 million.

asset acquisition disposition

On June 30, 2010, Rex agreed to buy oil and gas leases on about 26,900 gross (18,700 net) acres in the DJ Basin in Laramie County, Wyoming from Duncan Oil Partners for about $18.7 million ($1,000 per net acre), with a roughly $1.9 million deposit already paid and closing scheduled for July 30, 2010. This is a new area for the company, outside its Illinois and Appalachian operations; management's press release calls it Niobrara oil acreage and says it plans to start horizontal drilling there in July 2010.

material agreement

On January 14, 2010, Rex signed an underwriting agreement with KeyBanc Capital Markets to sell 6,000,000 new common shares at $12.25 each (plus up to 900,000 more if the underwriters use their over-allotment option), expected to close January 21, 2010. The company says net proceeds are about $69.7 million, to be used for 2010 capital spending and general corporate purposes, and first to repay the $23.0 million owed on its senior credit facility (as of Dec 31, 2009), with the rest invested short-term and credit facility borrowing resumed as spending needs require. This completes the share sale prepared by the January 12 and 15 prospectus filings and adds to the share count, diluting existing holders' percentage ownership (inference from the new issue).

material agreement

On December 21, 2009, Rex's subsidiary R.E. Gas Development and Stonehenge Energy Resources formed Keystone Midstream Services, a joint venture to build a gas gathering system and cryogenic processing plant in Butler County, Pennsylvania. Rex owns 40% and Stonehenge 60% and manages the venture; Rex contributed a 16.3% plant interest and an option to buy its gathering system, and the 2010 plan calls for up to $25 million of initial cash investment by the two partners. The deal can be unwound if a plant site is not secured within 150 days.

material agreement

On June 18, 2009 (effective May 5), Rex signed a Marcellus Shale joint venture with Williams covering about 43,672 net acres in Centre, Clearfield and Westmoreland Counties, Pennsylvania. Williams can earn 50% of Rex's working interest by paying 90% of well costs until it has invested about $74 million (about $33 million on Rex's behalf), and committed to at least ten horizontal wells, with the carry to be funded before December 31, 2011 or paid in cash. Williams reimbursed Rex about $3.6 million for past costs, Rex stays operator until December 31, 2009 and then Williams takes over, and the two will jointly own a gathering company, RW Gathering, LLC. This advances the Marcellus focus the company set out when selling the Permian assets.

material agreement

On April 24, 2009, Rex signed a third amendment to its KeyBank credit facility, keeping the borrowing base at $80 million until the next review. That base had dropped from $90 million on March 24, 2009 when the Permian sale closed, as the earlier amendment foresaw. The amendment also raises borrowing costs: Eurodollar loan margins go from 1.00%-1.75% to 1.75%-2.50%, the base margin from a fixed 0.5% to 0.5%-1.25%, and the unused commitment fee from 0.25%-0.375% to 0.375%-0.5%.

material agreement

On March 24, 2009, Rex completed the sale of its Permian Basin assets in Texas and New Mexico to Adventure Exploration Partners, as agreed in December 2008. Net cash proceeds were about $17.3 million (against the $18 million price), subject to post-closing adjustments, plus Adventure assumed certain liabilities. The filing's pro forma figures show cash rising from $7.0 million to $24.3 million and a small estimated loss on the sale of about $425,000. The company says it intends to use the proceeds for Marcellus Shale drilling and the Lawrence Field ASP flood project.

asset acquisition disposition

On December 23, 2008, Rex agreed to sell its Southwestern Region assets in the Permian Basin (Texas and New Mexico) to Adventure Exploration Partners for $18.0 million, plus assumption of certain liabilities. The company says the sale is part of a plan to focus on Marcellus Shale and the Lawrence Field in Illinois, and expects to close by February 27, 2009 (the 8-K says first quarter 2009). The sale includes about 10,000 net acres, 10.7 Bcfe of year-end 2007 proved reserves and about 1.6 MMcfe per day of production.

material agreement

On April 30, 2008, Rex priced an underwritten public offering of 8.5 million shares at $20.75: 4.5 million sold by the company and 4.0 million by selling stockholders. The company expects about $87.0 million net (about $112.0 million if the 1.275 million-share over-allotment option is fully used), to fund 2008 capital spending including the Lawrence Field project in Illinois and Marcellus Shale leasing and drilling. This adds new shares for existing holders, and the company gets no money from the selling stockholders' shares.

material agreement

On September 28, 2007, Rex Energy signed a new five-year credit agreement with KeyBank as lead agent, with an initial $75 million borrowing limit that could rise to $200 million. The first draw repaid and ended the $40 million credit agreement of its subsidiary Rex Energy IV, LLC, and the new loan is secured by mortgages on the Illinois and Indiana oil and gas properties.

material agreement termination

Nasdaq certified REX ENERGY CORP's securities for listing, clearing them to begin trading.

listing compliance notice