Each one in plain English, with the numbers worked through for a shareholder.
19 May 2014material agreement▲ GoodMajor
On May 14, 2014 Triangle USA agreed to buy about 41,500 net acres in Williams County, ND and Sheridan and Roosevelt Counties, MT from Marathon Oil for $100.0 million, effective January 1, 2014, with a $5.0 million deposit in escrow. Either side can walk away if it has not closed by September 1, 2014, or if defects and losses reach $25.0 million. This is the second of the two acquisitions announced May 14, 2014.
Triangle USA raised its senior credit facility borrowing base from $320.0 million to $355.0 million (Amendment No. 4, May 9, 2014), with further increases of $10.0 million and $40.0 million tied to two Williston Basin acquisitions. It also received a Wells Fargo Energy Capital commitment for a second-lien loan (up to $150.0 million, initial $100.0 million, about $60.0 million expected to be drawn), reversing the earlier decision not to pursue one. The press release says Triangle signed two agreements for about 46,100 net acres for roughly $120 million, with 100% debt financing and closing expected by June 30, 2014. The annual meeting moved to July 17, 2014.
Triangle said its October 31, 2013 quarterly results should no longer be relied on and will be restated to record the fair value of its Caliber trigger units and warrants: roughly $35.8 million more other income and equity investment, offset by about $6.0 million of deferred tax. Restated net income for the quarter is about $47.2 million (about $59.2 million for nine months). The company also expects a roughly $39.7 million non-cash pre-tax gain for fiscal 2014, plans to file the 10-K by April 16, and set the 2014 annual meeting for July 16 (record date May 19, proposals due April 25). This is a second restatement after the Oct 2012 quarter one, though the filing does not connect the two.
On March 25, 2014 RockPile, Triangle's pressure pumping subsidiary, signed a new $100 million five-year revolving credit facility (expandable to $150 million) with Citibank as agent and Wells Fargo as co-lead arranger, maturing March 25, 2019. The company's press release says the previous facility's limit was $27.5 million and that part of the proceeds will refinance RockPile's existing debt. Triangle itself is not a guarantor, which differs from the February 2013 RockPile facility that Triangle guaranteed.
Caliber Midstream, Triangle's joint venture with First Reserve's fund, closed a $200 million five-year senior secured revolving credit facility (with up to $100 million more possible) and declared a $1.05 per unit distribution, which pays Triangle $3.15 million and FREIF $7.35 million. Caliber will not borrow until FREIF's full $150 million and Triangle's $30 million equity contributions are funded, and neither partner guarantees the facility. Separately, Chairman Peter Hill adopted a plan to sell up to 100,000 shares through October 31, 2014; he says it is for diversification and estate and tax planning, and the company receives no proceeds.
On November 18, 2013 RockPile Energy Services, Triangle's pumping subsidiary, raised the equipment term loan under its February 2013 Wells Fargo credit agreement from $10.5 million to $18.0 million. All other terms are unchanged.
On October 16, 2013 Triangle USA's Wells Fargo-led credit facility was amended: the borrowing base (the amount banks will lend) rose from $165.0 million to $275.0 million, the maturity moved to October 16, 2018, and interest margins fell by 0.25%. JPMorgan Chase, KeyBank and IBERIABANK joined as new lenders. This continues the step-ups since April 2013 ($110M, then $165M).
On September 12, 2013 Triangle and First Reserve's fund (FREIF) amended the Caliber midstream joint venture. FREIF will put in a further $80.0 million for 8,000,000 new units by June 30, 2014, and Triangle's 4,000,000 trigger units will convert to regular units with no extra money from Triangle. After that, Triangle would hold about 32% and FREIF about 68%, versus Triangle's 30% now. This turns the previously uncommitted $80M from FREIF into a signed commitment.
ActOil Bakken, LLC, TIAA Oil and Gas Investments, LLC, Teachers Insurance and Annuity Association of America disclosed a new substantial Triangle Petroleum Corp shareholding (13.60% of votes).
30 Aug 2013asset acquisition disposition▲ GoodMajor
On August 28, 2013 Triangle closed the Kodiak purchase of about 5,620 net acres in McKenzie County for $83.8 million in cash, $1.8 million above the $82.0 million agreed price because of pre-closing adjustments (more adjustments may follow). It also closed the planned leasehold trade with Kodiak for about 635 net acres. It issued 11,350,000 shares at $7.20 ($81.72 million) to an affiliate of TIAA's TOGI, ActOil Bakken, LLC, with the rights agreement terms as previously described. Triangle said it will not go ahead with the $60 million second-lien facility for now, after the equity raises. At the August 30 annual meeting, holders re-elected six directors, ratified KPMG, approved 40,000,000 authorized preferred shares and approved the CEO's stand-alone stock option agreement (about 26.4 million votes for, 13.3 million against).
Triangle sold 15,000,000 new shares to the public at $6.25 each through underwriters led by Wells Fargo Securities; the sale closed August 14, 2013 and raised about $88.4 million after costs. This is the public offering announced on August 6. Underwriters have a 30-day option for up to 2,250,000 more shares at the same price. The company says the money is for its drilling and development program, select acquisitions and general corporate purposes. Shareholders' stakes are diluted by the new shares.
On August 5, 2013 Triangle USA agreed to buy about 5,620 net acres in McKenzie County, North Dakota from Kodiak Oil & Gas for $82.0 million, effective July 1, 2013, with a closing deadline of October 19, 2013. To pay for it, Triangle agreed on August 6 to sell 11,350,000 shares at $7.20 ($81.7 million) to TIAA Oil and Gas Investments; the filing also announces a public stock offering, but gives no size or price. Wells Fargo Energy Capital has also committed to a second-lien loan of up to $150 million, with $60 million initially, expected to close by September 30, 2013. The share sale depends on the acquisition closing, and the TIAA rights agreement limits new debt without TIAA's consent to a 5.0 leverage ratio, with the senior credit facility and the July 2012 convertible note excluded from that test.
On July 30, 2013 Triangle USA Petroleum amended its April 2013 Wells Fargo credit agreement, raising the borrowing base from $110 million to $165 million. The amendment also allows hedging up to 85% of expected production and makes room for a future second-lien credit facility. Other terms are unchanged.
On April 17, 2013 Triangle's board concluded that its financial statements for the quarter ended October 31, 2012 should not be relied on and must be restated, after SEC staff comments on how RockPile's pumping work on wells Triangle has an interest in was accounted for. The company expects the restatement to cut net income by about $1.9 million and increase the loss per share by about $0.04, with no effect on cash or proved reserves. A corrected 10-Q/A will be filed once the SEC comments are resolved. This revises the $599 thousand net loss reported for that quarter in December 2012.