27 Jan 2016listing compliance notice● NeutralMajor
BAYTEX ENERGY USA, INC.'s exchange filed to remove a class of its securities from listing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
14 Jan 2016listing compliance notice▼ BadMajor
On January 12, 2016 the NYSE began proceedings to delist the company's stock because of abnormally low trading price levels, and suspended trading that day, escalating the September 2015 sub-$1.00 price notice. The company will not appeal, so delisting is expected. The stock started trading January 13 on the OTC Pink market under PVAH, with no assurance of continued quotes or adequate volume, and the company remains subject to SEC reporting.
11 Jan 2016debt financing▼ BadMajor
On January 8, 2016 the company and its lenders signed a tenth amendment to the credit agreement. It lets the company convert or continue LIBOR loans without making a solvency representation, and raises the mortgage requirement from 80% to 100% (subject to exceptions) of its proved reserves. The higher mortgage requirement gives lenders security over more of the reserves, and that is a tightening of lender protection.
17 Dec 2015material agreement● Neutral
On December 15, 2015 the board decided that non-employee directors will receive their $120,000 annual equity retainer in cash rather than equity until the board decides otherwise. Other terms of the director pay policy are unchanged. No new share issuance results from this.
29 Sept 2015material agreement▲ Good
On September 24, 2015 the company's subsidiary and Republic Midstream replaced the July 2014 crude oil gathering agreement with an amended version. It reduces the number of wells initially required to be connected, lowers the top gathering fee from $2.00 to $1.75 per barrel, and requires Republic to truck volumes from wells not connected. This continues the 2014 Republic arrangement and is more favorable to the company on fees; the filing does not state the reason for the change.
16 Sept 2015listing compliance notice▼ BadMajor
On September 14, 2015 the NYSE notified the company that its 30-trading-day average share price was $0.98, below the $1.00 minimum. The company has six months to fix this (possibly longer if shareholder approval is needed), plans to tell the NYSE by September 28 that it intends to cure it, and says the shares keep trading meanwhile and its debt agreements are not affected.
2 Sept 2015asset acquisition disposition▲ GoodMajor
On August 31, 2015 the company completed the sale of its East Texas and North Louisiana assets to Covey Park Energy LLC for $74.5 million in cash, resolving the July 2015 agreement. Pro forma for the sale at June 30, 2015, the press release says revolver borrowings would be $138 million (versus $212 million actual) and liquidity $259 million, with the total debt ratio at 3.6 times (versus 3.7 times).
16 July 2015material agreement● NeutralMajor
On July 15, 2015 the company agreed to sell all its East Texas and North Louisiana oil and gas assets to Covey Park Energy LLC for $75.0 million in cash, with closing expected in August 2015 subject to customary conditions. The press release says the properties produced about 1,870 barrels of oil equivalent a day in the second quarter of 2015, mostly natural gas, with 13.7 million barrels of oil equivalent of year-end 2014 proved reserves. This continues the asset sales seen in 2014, and the Eagle Ford is named as the company's primary focus.
12 Nov 2014debt financing▲ Good
On November 7, 2014 the company and its lenders signed an eighth amendment to the credit agreement allowing it to spend up to $50 million buying back its own common stock. The permission applies only if there is no default, Total Debt to EBITDAX is under 3.0 to 1.0 pro forma, and at least 20% of borrowing availability is unused. The filing does not say a buyback has been authorized or started.
27 Oct 2014debt financing▲ Good
On October 23, 2014 the company and its Wells Fargo-led lenders amended its credit agreement, raising the borrowing base (the cap on how much it can borrow against its reserves) from $437.5 million to $500.0 million. The amendment also requires pro forma treatment of material acquisitions and sales in the leverage ratio and drops the requirement that independent reserve engineers certify mid-year and special reserve reports. The press release says liquidity is over $620 million including $124 million of cash at September 30, 2014, and attributes the increase to the Eagle Ford drilling program and higher proved reserve value.
1 Aug 2014material agreement▲ GoodMajor
On July 30, 2014 the company agreed with Republic Midstream, LLC for Republic to build, own and operate a crude oil gathering system in parts of Fayette, Gonzales and Lavaca Counties, Texas, with the company's oil in the area dedicated to it. The company committed to deliver or pay for at least 15,000 barrels a day for 10 years under a 25-year agreement, with gathering fees of $1.00 to $2.00 per barrel and the system expected operational by mid-2015. The press release says it sold these gathering and transportation rights for $150 million, part to repay the revolver and the rest to fund Eagle Ford capital spending. The CEO says 2014 asset sales now total $319 million, including the pending Mississippi sale and the January gas gathering sale to AMID.
16 June 2014capital raising announcement● NeutralMajor
The company closed a private sale on June 16, 2014 of 3,250,000 depositary shares (including a fully exercised 500,000 over-allotment) in new 6.00% Convertible Perpetual Preferred Stock, Series B, each worth $100 of liquidation preference, for net proceeds of about $312.5 million. The preferred is convertible at an initial $18.34 per share, which would be about 17.7 million common shares if all converted, so it could dilute common holders. Proceeds are meant to pay down the revolver in the near term and fund an accelerated Eagle Ford program, including an added rig in July 2014 and more lease acquisitions. The company also signed a Sixth Amendment to its credit agreement raising the permitted annual shareholder dividends to $30 million and allowing up to $20 million of inducement payments to Series A preferred holders, and agreed conversion deals under which Series A holders get 4,321,039 common shares plus about $3.8 million in cash.
2 June 2014material agreement● NeutralMajor
On May 30, 2014 the company agreed to sell all of its Mississippi oil and gas assets to KKR Management Holdings L.P. for $72.7 million in cash, with closing expected in July 2014 subject to customary conditions including title and environmental reviews. The press release says the properties produced about 11.9 million cubic feet of gas equivalent per day in Q1 2014, almost all natural gas, and carried 85.3 Bcfe of proved reserves at year-end 2013. This disposes of one of the assets retained in earlier context.
15 May 2014debt financing▲ Good
On May 12, 2014 the company signed a Fifth Amendment to its credit agreement, raising lender commitments from $400 million to $450 million and the borrowing base from $425 million to $475 million. This continues the stepwise expansion of the Wells Fargo-led revolver seen since 2013.
30 Oct 2013debt financing▲ Good
On October 28, 2013 the company signed a Fourth Amendment to its Wells Fargo credit agreement, raising lender commitments from $350 million to $400 million and the borrowing base from $350 million to $425 million. It also relaxes the maximum leverage ratio for an additional six months and lets the agent replace a lender who refuses to approve a borrowing base increase that two-thirds of commitments approved. This continues the series of amendments that began with the May 2013 increase to $350 million.
20 June 2013business combination● Neutral
The company filed a registration statement offering to swap its $775 million of 8.500% senior notes due 2020 (issued privately April 24, 2013) for identical notes registered with the SEC. This fulfils the registration rights promised when the notes were issued; the company receives no cash and the notes' terms are substantially identical apart from the removal of transfer restrictions and extra-interest provisions. The text is truncated, so the exchange expiry date and results are not shown.
3 June 2013debt financing▲ Good
On May 30, 2013 the company signed a Third Amendment to its credit agreement with Wells Fargo as agent, raising total lender commitments from about $275 million to $350 million. It also updates the agreement for Dodd-Frank hedging rules and changes the form of promissory note. This builds on the credit facility set up in September 2012 and amended in April 2013.
29 Apr 2013asset acquisition disposition● NeutralMajor
On April 24, 2013 the company issued the $775 million 8.500% senior notes due May 1, 2020, unsecured and guaranteed by subsidiaries, with interest from Nov 1, 2013. It also issued 10,000,000 common shares to Magnum Hunter in connection with the Eagle Ford Hunter acquisition closing, and agreed to register them for resale. Magnum Hunter can require the company to use part of the proceeds of future stock offerings to buy back some of those shares (up to 50% before and 25% after the registration statement is effective). A fifth supplemental indenture for the 2016 notes was signed in connection with the tender offer. The text provided is truncated, so the full closing terms and tender results are not shown.
11 Apr 2013material agreement● NeutralMajor
On April 10, 2013 the company signed the purchase agreement with RBC Capital Markets, as representative of the initial purchasers, to sell $775 million of 8.500% senior notes due 2020, expected to close April 24, 2013. It also signed a Second Amendment to its credit agreement allowing hedging on the assets to be acquired and waiving, from the acquisition closing, the automatic borrowing base reduction for up to $350 million of the notes. This continues the financing of the Eagle Ford Hunter purchase.
11 Apr 2013material agreement● NeutralMajor
This filing attaches the Eagle Ford Hunter purchase agreement and its April 8, 2013 amendment, which adds a form of standstill agreement. It also attaches the parent guarantee and a press release saying the company priced an upsized $775 million of 8.50% senior notes due 2020, up from $400 million. About $400 million of the proceeds plus $40 million of equity go to the acquisition, about $330 million to a planned tender offer for the 10.375% notes due 2016, and the rest to repay revolver borrowings. The notes are redeemed at par if the acquisition does not close by June 30, 2013. The revolver borrowing base is stated to drop from $300 million to $188.8 million until closing, then be $276.3 million.
3 Apr 2013capital raising announcement▲ GoodMajor
Penn Virginia agreed on April 2, 2013 to buy Eagle Ford Hunter, Inc. from Magnum Hunter Resources for about $400 million, with up to $40 million payable in Penn Virginia shares and the rest in cash. A $10 million deposit is paid, closing is scheduled for May 2, 2013, and a $25 million termination fee applies in certain circumstances. The company plans to fund it with debt, equity and cash, and has a bridge commitment of up to $250 million from Royal Bank of Canada and WF Investment Holdings. Lenders under the Sept 2012 credit agreement amended it to permit the deal. The press release says the deal adds about 19,000 net Eagle Ford acres (about 54,000 net in total) and about 12.0 million barrels of oil equivalent of proved reserves. This continues the Eagle Ford focus, and the company also said it will keep its Lavaca County interests it had been considering selling.
22 Oct 2012material agreement● Neutral
On October 18, 2012 underwriters exercised in full their option to buy 1,200,000 extra Penn Virginia common shares, closed October 22, 2012 for about $5.7 million of net proceeds. This adds to the 8,000,000-share offering at $5.00 per share completed October 17, so shareholders are diluted by 9.2 million new shares in total; the filing does not state what the money will be used for.
2 Oct 2012debt financing▲ GoodMajor
On September 28, 2012 Penn Virginia replaced its August 2011 JPMorgan credit agreement with a new Wells Fargo-led five-year secured revolver: $300 million commitments, $300 million initial borrowing base (the release says $70 million higher than before), maturing September 28, 2017. The leverage cap stays at 4.5x through December 31, 2013, then eases to 4.25x through June 30, 2014 and 4.0x after. The release says $77 million was drawn, about $4 million cash was on hand after a $32 million tax refund, and cash plus availability is about $225 million.
2 Aug 2012material agreement● NeutralMajor
The $100.0 million sale of the Kentucky, Virginia and West Virginia assets to EnerVest closed on July 31, 2012. An amendment signed at closing excluded some assets subject to exercised preferential purchase rights or missing assignment consents; the filing does not say how that changes the price.
18 July 2012material agreement● NeutralMajor
On July 16, 2012 Penn Virginia agreed to sell all its Kentucky, Virginia and West Virginia oil and gas assets to EnerVest funds for $100.0 million cash, with closing expected before mid-August. The press release says the properties made about 20 MMcfe/day in June 2012 (almost all gas), carried 105.7 Bcfe of proved reserves at year-end 2011, and that proceeds help fund 2012 capex, reduce debt and fund Eagle Ford investment. It also says the Canonsburg office will close and that the Mid-Continent assets will be kept after bids were unacceptable, reversing the earlier plan to sell them.
17 Jan 2012debt financing● Neutral
On January 11, 2012 Penn Virginia amended its August 2011 JPMorgan-led credit agreement to widen how much of its production it may hedge. Hedging can now be based on total proved reserves (including undeveloped) and can cover natural gas liquids, rather than the lesser of proved developed and total proved limits. The filing gives no changes to size, pricing or maturity.
7 Sept 2011asset acquisition disposition● NeutralMajor
On August 31, 2011 Penn Virginia closed the sale of substantially all its Arkoma Basin assets and certain other Mid-Continent assets (Oklahoma and Texas counties) to Unit Petroleum for $30.5 million cash, subject to adjustment for a July 1, 2011 effective date. This completes the sale announced in the August 2011 agreement; the company says proceeds will help fund its 2011 capital plan and general purposes, and per the earlier terms the credit facility borrowing base now falls $20 million. Pro forma figures in the filing show cash rising about $28.7 million and property falling about $30.3 million.
10 Aug 2011material agreement● Neutral
On August 5, 2011 Penn Virginia and JPMorgan partly cancelled the stock hedge and warrants tied to the 2012 convertibles, which had been mostly bought back in April. The call options were cut from 230,000 to 4,915 and the warrants from 1,593,072 to 34,043 shares, with JPMorgan paying the company $30,000. Completed August 10, 2011. This tidies up the convertible refinancing.
4 Aug 2011debt financing▲ GoodMajor
On August 2, 2011 Penn Virginia replaced its November 2009 credit agreement with a new five-year secured revolver (JPMorgan as agent): $300 million of commitments, an initial $400 million borrowing base, and an option to add up to $300 million. The leverage limit is 4.5x debt to EBITDAX, dropping to 4.0x from periods ending on or after September 30, 2013. The press release says nothing was drawn at June 30, 2011 and the borrowing base falls by $20 million when the Mid-Continent sale closes.
2 Aug 2011material agreement● NeutralMajor
On July 28, 2011 Penn Virginia agreed to sell substantially all its Arkoma Basin assets and some other Mid-Continent assets to Unit Petroleum for $30.5 million in cash, with closing expected around August 31, 2011. The company says the assets produce about 7.8 MMcfe/day (about 97% gas) and plans to use proceeds for its 2011 capital spending and general purposes, citing a shift of spending toward oil and liquids such as the Eagle Ford. The filing also records director pay changes (committee meeting fees eliminated, directors may elect shares or deferred units from 2012) and a code of ethics edit removing references to the PVG/PVR businesses divested in June 2010.