BRIGHAM EXPLORATION CO

BRIGHAM EXPLORATION CO terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

Brigham reports that on December 8, 2011 Statoil's buyer was merged into Brigham by filing a Certificate of Merger in Delaware, so Brigham is now owned by Statoil. Each remaining share (except those held by Statoil group entities or holders properly demanding appraisal) became a right to $36.50 cash, without interest. Trading on Nasdaq was suspended after the close on December 8, and Brigham asked Nasdaq to file to delist and deregister the shares. Jason Nye, Kathy Kanocz and Andrew Byron Winkle became the only directors, and the charter and bylaws were replaced. This completes the Statoil takeover that began with the October 17, 2011 merger agreement.

business combination

BRIGHAM EXPLORATION CO's exchange filed to remove a class of its securities from listing.

listing compliance notice

Statoil's twelfth and final tender-offer amendment reports that the subsequent offering period ended at midnight on December 7, 2011 with 109,400,549 shares tendered. Together with the 6,249,857 new shares Statoil's buyer bought from Brigham on December 5, that is more than 92.6% of Brigham's outstanding shares. All tendered shares are accepted for payment. Because Statoil is above 90%, it says it will do a short-form Delaware merger as promptly as practicable, converting remaining shares into $36.50 cash each (except shares of holders who properly demand appraisal), after which the stock will be delisted from Nasdaq. This answers the open question of the final ownership level; the merger itself is still described as upcoming in this filing.

business combination

Brigham's 8-K formally reports a change in control at the Acceptance Time (December 1, 2011), when Statoil's buyer accepted the tendered shares; Statoil says it paid from its own cash. It confirms the December 5 sale of 6,249,857 new shares for $228,119,791.66, used to redeem $105 million of the 2018 notes (at 108.750%) and Tranche A of the 2019 notes ($105 million, at 106.875%). The remaining $195 million Tranche B of the 2019 notes (at 110%) is redeemed only if the merger completes. The subsequent offering period ends at midnight December 7. If Statoil then owns at least 90%, it expects a short-form merger; if not, it expects to use a top-up option first. At the merger, remaining shares are converted into $36.50 cash each (except shares of holders who properly demand appraisal), and the stock will be delisted from Nasdaq. Committee seats for the new directors are not yet decided.

business combination

Brigham's eleventh amendment to its response reports the same December 5, 2011 share sale: 6,249,857 new shares to Statoil's buyer for $228,119,791.66. It states the proceeds redeemed $105 million of the 2018 notes and $105 million of Tranche A of the 2019 notes, plus accrued interest. It confirms the board went from seven to nine seats, that Bud Brigham, David Brigham, Harold Carter and Hobart Smith resigned, and that Statoil's six designees replaced them. The offer price of $36.50 is unchanged, and the merger has not yet closed.

business combination

Statoil's eleventh tender amendment reports that on December 5, 2011 Brigham sold Statoil's buyer 6,249,857 newly issued shares for $228,119,791.66. Under the note terms, Brigham used the proceeds to redeem 35% of its 2018 notes and 35% of its 2019 notes, plus accrued interest. Brigham's board grew from seven to nine seats, and Bud Brigham, David Brigham, Harold Carter and Hobart Smith resigned. Statoil's six designees (Nye, Wolden, Kanocz, Winkle, Owen, Rummelhoff) were appointed. This carries out the conditional note redemptions authorized November 2, and the board change that was only expected until now.

business combination

Statoil's tender offer for Brigham at $36.50 cash per share expired on November 30, 2011 with about 96,913,613 shares (about 81.76% of outstanding) validly tendered, which meets the minimum condition. A further 7,115,922 shares were committed under guaranteed delivery, and the joint press release puts the total above 87.7%. All of these shares have been accepted for payment and will be paid promptly. Statoil opened a subsequent offering period running to midnight New York time on December 7, 2011 at the same price, and holders who have not tendered will be paid only when the follow-on merger completes. Statoil can now designate six directors (expected: Jason Nye, Heidi Wolden, Kathy Kanocz, Andrew Byron Winkle, Paul Owen and Irene Rummelhoff). This resolves the open question of whether the offer would reach its minimum, but the merger has not yet closed.

business combination

Statoil's seventh amendment repeats that the Texas state suits were consolidated as Boytim and that the request to delay the offer was denied after a November 22, 2011 hearing, with other claims still pending. It adds that Statoil and Brigham will make a voluntary CFIUS filing, which is not a condition to the offer or merger; the filing notes that a deal closed before CFIUS clears could still be prohibited or divested later. It restates shares as 117,217,176 outstanding (including 657,928 restricted), 421,747 treasury shares, and 4,410,580 shares issuable on option exercise; the minimum condition is 60,813,879 shares on a fully diluted basis. The offer expires at midnight November 30, 2011 unless extended; price unchanged at $36.50.

business combination

Brigham's eighth amendment reports that the six Travis County, Texas class actions (including Schwimmer and Ohler) were consolidated as Boytim v. Brigham. A temporary injunction to postpone the tender offer's closing was denied on November 22, 2011 after a full hearing, though the plaintiffs' other claims remain pending. Brigham and Statoil also plan a voluntary joint notice to the US foreign-investment review body (CFIUS); Statoil says it will pay for shares consistent with the offer, and neither the filing nor completion of the review is a condition to closing. The filing also corrects shares outstanding at October 14, 2011 to 117,217,176 (previously 117,314,532 in the context).

business combination

Statoil's second amendment reports three developments. On November 7, 2011 the FTC granted early termination of the antitrust waiting period, so that condition to the offer is satisfied; other conditions still apply. A sixth class action (Ohler, Travis County, Texas) was filed, challenging the valuation, the merger terms, and the employment and consulting agreements of Bud Brigham, David Brigham and Eugene Shepherd, and seeking to block the deal. On November 3, 2011 Brigham, Statoil USA Properties and Bud Brigham agreed that Brigham and its subsidiaries may keep using the Brigham name for up to eighteen months after the merger takes effect. The $36.50 price is unchanged.

business combination

On November 2, 2011 Brigham's board authorized conditional redemptions of its notes in connection with the Statoil deal. For the 2018 notes, $105 million of the $300 million would be redeemed at 108.750% of face. For the 2019 notes, $105 million (Tranche A) would be redeemed at 106.875% and the remaining $195 million (Tranche B) at 110.0%. Tranche A and the 2018 redemption depend on an equity offering that itself depends on the offer closing and board approval afterwards. Tranche B depends on the merger completing. Any of them lapse if the condition is not met within 60 days of November 3, 2011. This affects the notes taken on in 2010 and 2011 and is tied to the buyout going ahead.

business combination

On October 28, 2011 Statoil's subsidiary Fargo Acquisition Inc. formally started its tender offer, offering $36.50 per Brigham share in cash, without interest and less any withholding taxes. This turns the October 17 announced plan into an actual offer; the filing's fee table values the deal at about $4.44 billion, based on 117,314,532 shares outstanding and 4,400,580 shares reserved for stock options as of October 14, 2011. Conditions, expiry date and other terms are in the Offer to Purchase, which is not reproduced in the text shown.

business combination

On Oct 28, 2011 Brigham filed its formal recommendation statement for Statoil's now-launched tender offer: $36.50 per share in cash, with the offer initially expiring at midnight New York time on November 30, 2011 unless extended. It confirms 117,314,532 shares outstanding at Oct 14, 2011. Untendered shares would be cancelled and converted into the same $36.50 at the merger, except those of holders who properly demand appraisal. Once Statoil holds a majority, it can designate a majority of Brigham's board. The text is truncated, so the board's reasons and the Jefferies opinion are not shown; per the Oct 17 announcement, the board unanimously recommends the offer.

business combination

Brigham's 8-K gives the terms of the Oct 17, 2011 merger agreement with Statoil: $36.50 per share in cash with no financing condition, a majority-tendered condition, antitrust clearance and no material adverse effect. If Statoil reaches 90%, it uses a short-form merger, and it has a top-up option to buy shares from Brigham to get there. A termination fee of about $136.6 million would be payable by Brigham in specified circumstances. All directors and executive officers signed a Tender and Voting Agreement to tender their shares. Ben Brigham, Eugene Shepherd and David Brigham signed employment and consulting agreements; Ben Brigham's gives a $650,000 retention bonus and, after his employment ends (no later than 60 days after acceptance), a $90,000 consulting fee for 90 days. The filing text is truncated, so details for the other two executives are not shown.

business combination

On October 17, 2011 Brigham announced a merger agreement under which Statoil ASA will buy all its shares for $36.50 each in cash through a tender offer, which the board unanimously recommends. The offer was expected to start by October 31, 2011 and the deal to close late 2011 or early 2012; it needs a majority of shares tendered and expiry of the U.S. antitrust waiting period, and untendered shares would later be converted into the same $36.50. This filing is the press release and a script of remarks to employees, filed as pre-launch communication; it expands on the Oct 17 announcement.

business combination

On October 17, 2011 Statoil ASA, through its subsidiary Fargo Acquisition Inc., announced under an Agreement and Plan of Merger dated that day a planned tender offer to buy all outstanding Brigham common shares. The offer has not yet started, and this filing gives no price or terms in its text (the merger agreement and Statoil press release are exhibits not reproduced here). This is a potential buyout of shareholders, not yet completed.

business combination

Brigham closed on May 19, 2011 the sale of $300 million of 6 7/8% Senior Notes due June 1, 2019 (upsized from the $250 million announced May 16), sold to purchasers at 98.125% of face. They are unsecured and guaranteed by domestic subsidiaries, with interest each June 1 and December 1 from December 1, 2011. Brigham must file a registered exchange offer within 210 days. This adds to the 2018 notes already outstanding; the filing does not state the use of the proceeds beyond the May 16 announcement.

debt financing

On May 16, 2011 Brigham amended its February 2011 credit agreement so the permitted amount of senior notes can rise automatically, up to $600 million, when new notes are issued before the next borrowing base redetermination. It also announced plans to offer $250 million of senior notes due 2019 to fund parts of its 2011 and 2012 capital budgets and general purposes, and furnished a press release on drilling acceleration, acreage acquisition and a capital budget increase (details not in the filing text).

debt financing

On February 23, 2011 Brigham signed a Fifth Amended and Restated Credit Agreement with Bank of America and other lenders: up to $600 million of revolving borrowing, a current borrowing base of $325 million (up from $145M under the prior agreement), a five-year maturity, secured by substantially all proved oil and gas properties. Covenants require a current ratio of at least 1.00 to 1 and net leverage no higher than 4.00 to 1. The same filing furnishes press releases on fourth-quarter and full-year 2010 results and year-end 2010 reserves, but the text of those releases is not included, so no figures are given here.

debt financing

On October 8, 2010 Brigham redeemed the remaining $5.6 million of its 9 5/8% Senior Notes due 2014 at 104.813% of face, having bought $154.4 million through the tender offer. Proceeds from the new 8 3/4% notes due 2018 paid for all of it, and the old indenture and notes were terminated.

material agreement termination

The $300 million 8 3/4% Senior Notes due 2018 closed on September 27, 2010, with interest paid April 1 and October 1 and maturity October 1, 2018. Holders of $154.376 million (96.49%) of the 9 5/8% notes due 2014 tendered, receiving $168.4 million in total, and the indenture was amended to remove most restrictive covenants. Brigham called the remaining $5.624 million for redemption on October 8, 2010 at $1,048.13 per $1,000. It also owes a registered exchange offer for the new notes, with the registration statement due within 210 days.

debt financing

On September 16, 2010 Brigham agreed to sell $300 million of 8.75% Senior Notes due 2018 to initial purchasers (Credit Suisse and Banc of America) at 100% of face, upsized from the $250 million announced on September 13. Closing was expected September 27, 2010, with a promise to later offer a registered exchange for the notes.

material agreement

On September 10, 2010 Brigham amended its credit agreement (Seventh Amendment) to allow new senior notes, and on September 13 announced a planned $250 million offering of senior notes due 2018. At the same time it launched a cash tender offer for all $160 million of its 9 5/8% Senior Notes due 2014 plus a consent solicitation to loosen that indenture. Leftover proceeds are meant for part of the 2011 capital budget and general purposes. The amendment also bars scheduled principal payments on senior notes before maturity unless credit-agreement advances are repaid, and Brigham agreed not to request further advances until the next borrowing base redetermination.

debt financing

On April 7, 2010 Brigham agreed to sell 14,000,000 new common shares to underwriters led by Credit Suisse and Jefferies, with a 30-day option for up to 2,100,000 more. This is a further share sale following those of May and October 2009 and would dilute existing holders. The filing gives no price, proceeds or use of funds.

material agreement

On October 21, 2009 Brigham agreed to sell 16,000,000 new common shares to underwriters led by Credit Suisse and Jefferies, with a 30-day option for up to 2,400,000 more. This is a second share sale after the May 2009 one and would dilute existing holders. The filing gives no price, proceeds or use of funds.

material agreement

On July 24, 2009 Brigham signed a Fifth Amendment to its credit agreement that extends maturity to July 24, 2012 and changes the financial covenants (an interest coverage minimum and a new net leverage maximum). It must keep $10 million of liquidity until its preferred stock is redeemed in October 2010, expires, or the maturity is extended past July 24, 2012. This continues the credit facility thread; the filing mentions preferred stock, which the earlier context did not show.

material agreement

On May 19, 2009 Brigham agreed to sell 32,000,000 new common shares to underwriters led by Credit Suisse and Jefferies; the underwriters then bought 4,292,117 more shares from their option, for 36,292,117 shares in total and about $93.7 million of net proceeds. Existing shareholders are diluted by the new shares. The filing does not state what the money will be used for.

material agreement

Nasdaq certified BRIGHAM EXPLORATION CO's securities for listing, clearing them to begin trading.

listing compliance notice

On July 31, 2008 Brigham agreed with DLJ Merchant Banking Partners III and affiliates (the CS Entities, owning about 16.3% of its common stock) to remove their right to nominate a board member, under the 2000 Securities Purchase Agreement. The CS Entities also agreed not to vote more than 9.99% of the outstanding shares. For other shareholders, this limits the voting power of the company's largest holder named in the filing and ends its board seat right.

material agreement

Brigham sold an additional $35 million of its 9 5/8% Senior Notes due 2014 on April 9, 2007, priced at 99.5% of face to yield 9.721%, raising the total of these notes to $160 million. It plans to use the net proceeds to repay senior credit agreement borrowings and for general purposes, with no increase to its announced capital budget. A March 27, 2007 amendment to the credit agreement allowed the add-on and set the borrowing base at $101 million (the context's last figure was $50 million). The new notes carry a registration rights agreement requiring an exchange offer to be effective within 180 days of April 9, 2007.

debt financing

Brigham issued $125 million of 9 5/8% Senior Notes due May 1, 2014 (priced at 98.629% of face, yielding 9 7/8%) and amended its senior credit agreement, cutting the borrowing base to $50 million. It intends to use part of the proceeds to repay all senior credit borrowings and terminate the Royal Bank of Scotland subordinated facility. This replaces the bank debt put in place in June 2005 with long-term fixed-rate notes, and the notes carry restrictions on extra debt, dividends and share repurchases.

debt financing

Brigham bought back 5,000,000 of its own shares at $11.46 each from funds managed by affiliates of Credit Suisse First Boston, paying for it with part of the proceeds of the 7,500,000-share sale. This follows the November share offering and offsets part of the new shares issued.

asset acquisition disposition

Brigham signed an underwriting agreement to sell 7,500,000 new common shares to the public at $12.00 per share, with Raymond James and RBC Capital Markets among the underwriters. This adds shares to the count, so existing holders own a smaller slice. The filing does not say how the money will be used.

material agreement

Brigham bought leases covering about 46,000 net acres in the Bakken play in North Dakota for $4.6 million from Zavana, Palace Exploration and Zenco, with a 100% working interest in the Bakken formation there. The company said it could drill 63 to 126 wells if successful and plans its first Bakken well as early as late 2005. The same release announced an apparent Lower Frio discovery at the Imhoff #1 in its Alamo joint venture (Brigham 75%, Sempra 25%) and gave a drilling update, adding to the existing conventional program.

material agreement

On June 29, 2005 Brigham again amended its credit facilities. The senior facility now allows up to $200 million with an $80 million initial borrowing base (previously $100 million and $72 million), and runs to as late as June 29, 2010, with Bank of America as administrative agent. The subordinated facility increased to up to $40 million; Brigham borrowed an additional $10 million at closing, taking subordinated borrowings from $20 million to $30 million, with another $10 million available to draw until December 29, 2006. This follows the January 2005 refinancing.

debt financing

Brigham said it will restate its 2003 and 2002 financial results and revise quarterly 2004 and 2003 results because it is changing how it calculates depletion expense. It delayed its 2004 annual report, and investors were told not to rely on the earlier figures or on the fourth quarter and 2004 results announced March 3. The change lowers depletion expense, which raises reported earnings, and Brigham expects to report a material weakness in internal controls over this calculation.

financial restatement

Brigham amended and restated its senior credit agreement, raising capacity to $100 million (from $80 million) with an initial borrowing base of $68.5 million, extending maturity to as late as March 21, 2009, and lowering interest margins. It also amended its $20 million subordinated credit agreement with Royal Bank of Scotland, cutting the margin over LIBOR to 3.90% from 5.05% and raising the price caps used in valuing reserves. The filing's text says January 21, 2004 in the body, but the report date and filing are 2005 (likely a typo in the filing).

debt financing

Brigham gave a first-quarter 2002 operations update (with a financial results release dated May 7 also attached): production averaged 25.3 MMcfe per day, exiting the quarter at an estimated 30 MMcfe per day. The Sullivan F-31 began producing at about 9.0 MMcfe per day, and a Providence offset well (Burkhart #1) had an uncontrolled gas flow before bridging off naturally and being shut in, with a replacement well being drilled. Brigham raised its 2002 drilling budget to about $21 million from $16 million. The filing text does not include the financial results press release itself.

drilling progress report

Brigham said its Providence Field discovery well (Staubach #1) began producing to sales at about 17 MMcfe per day, or 5.3 MMcfe per day net to Brigham's 31% revenue interest. Partners are Carrizo (35% working interest), Aspect Energy (7%) and Samedan (7%). It also reported an apparently successful Triple Crown well (Sullivan F-31, 42% working interest), a sixth Home Run development well, and a seventh successful Springer Channel well in nine recent attempts in Oklahoma. This follows the January announcement of the Providence discovery.

drilling progress report