Past year: ▲ 34%(25.27 – 37.18 USD)
Each one in plain English, with the numbers worked through for a shareholder.
28 Oct 2011business combination● Neutral
On Oct 28, 2011 Statoil's offeror filed another pre-launch-style communication listing exhibits: Statoil CEO and CFO investor presentations and transcripts of an Oct 27, 2011 analyst call and press conference. The contents are not reproduced here, so no new terms or figures can be given.
21 Oct 2011business combination● Neutral
Brigham filed a Schedule 14D-9 communication that only incorporates by reference the Oct 21, 2011 8-K (merger agreement, voting agreement and executive agreements). It adds no new information.
21 Oct 2011business combination▲ GoodMajor
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.
20 Oct 2011business combination● Neutral
On Oct 20, 2011 Statoil's offeror, Fargo Acquisition Inc., filed another pre-launch communication, attaching a form of letter to Brigham employees dated October 20, 2011. The letter's text is not included, and the filing otherwise repeats the standard notice that the offer has not yet started.
18 Oct 2011business combination● Neutral
Statoil's offeror, Fargo Acquisition Inc., filed a pre-launch communication on Oct 18, 2011 for its planned tender offer for Brigham shares. The text only repeats the standard notice that the offer has not started; it lists exhibits (Statoil press release, investor presentation, call transcripts and the Oct 17, 2011 merger agreement) whose contents are not reproduced, so no new terms are given.
17 Oct 2011business combination▲ GoodMajor
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.
17 Oct 2011business combination▲ GoodMajor
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.
10 Aug 2011business combination● Neutral
On August 10, 2011 Brigham filed the registration statement for the exchange offer on its $300 million 6 7/8% Senior Notes due 2019, ahead of the 210-day deadline. Holders can swap unregistered notes for registered ones with substantially identical terms, and Brigham receives no proceeds. It is a procedural step on the May 2011 notes, not new financing.
19 May 2011debt financing● NeutralMajor
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.
16 May 2011debt financing● NeutralMajor
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).
25 Feb 2011debt financing▲ GoodMajor
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.
20 Jan 2011business combination● Neutral
Brigham filed Amendment No. 1 to its December 2010 exchange-offer registration for the $300 million 8.750% Senior Notes due 2018. The amendment only changes exhibits (5.1, 23.1, 99.1, 99.3, 99.4) and the indemnification section; the filing states no other changes. It is a procedural step with no new financing or terms.
15 Dec 2010business combination● Neutral
On December 15, 2010 Brigham filed a registration statement for the exchange offer on its $300 million 8.750% Senior Notes due 2018, as promised in the September registration rights agreement. Holders can swap unregistered notes for registered ones with substantially identical terms, and Brigham receives no proceeds. It is a procedural step on the new notes, not a new financing.
12 Oct 2010material agreement termination● NeutralMajor
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.
1 Oct 2010debt financing● NeutralMajor
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.
20 Sept 2010material agreement● NeutralMajor
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.
13 Sept 2010debt financing● NeutralMajor
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.
12 Apr 2010material agreement● NeutralMajor
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.
26 Oct 2009material agreement● NeutralMajor
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.
27 Aug 2009production update● Neutral
Brigham furnished an August 26, 2009 press release giving an operational update. The filing itself contains no figures or details; the content is only in the exhibit, which is not reproduced here.
28 July 2009material agreement● NeutralMajor
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.
26 May 2009material agreement● NeutralMajor
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.
14 Jan 2009listing compliance notice▲ GoodMajor
Nasdaq certified BRIGHAM EXPLORATION CO's securities for listing, clearing them to begin trading.
12 Nov 2008material agreement▲ Good
On November 7, 2008 Brigham signed a Third Amendment to its senior credit agreement with Bank of America and other lenders, raising the borrowing base from $135 million to $145 million. It also restated the interest pricing grid, revised the Base Rate definition, and added rules excluding defaulting lenders from lender votes. This continues the credit facility (borrowing base was $101 million in March 2007).
5 Aug 2008material agreement● NeutralMajor
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.
9 May 2007business combination● Neutral
Brigham filed a registration statement to let holders swap the $35 million of unregistered add-on 9 5/8% Senior Notes due 2014 (issued April 9, 2007) for identical registered notes, as the registration rights agreement requires. It receives no proceeds. The text shows 2006 revenue of $106.3 million, net income of $19.8 million (versus $27.4 million in 2005), proved reserves of 146.5 Bcfe and average production of 36.8 MMcfe per day, up 11% from 2005.
13 Apr 2007debt financing● NeutralMajor
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.
5 Dec 2006material agreement● Neutral
On November 29, 2006 Brigham signed an Amended and Restated Indemnity Agreement with all its directors and officers, keeping the earlier indemnification protections and adding clarification of the indemnification process and procedure. The filing gives no dollar amounts and no other business change.
31 Aug 2006business combination● Neutral
Brigham filed Amendment No. 1 to its June 2006 registration statement for swapping the $125 million of unregistered 9 5/8% Senior Notes due 2014 (issued April 20, 2006) for identical registered notes. It receives no proceeds; the SEC had not yet declared it effective and the expiry date of the offer is blank. This continues the open exchange-offer thread, which is not yet resolved.
23 June 2006business combination● Neutral
Brigham filed a registration statement to let holders swap the $125 million of unregistered 9 5/8% Senior Notes due 2014 issued in April 2006 for identical registered notes, as required by the registration rights agreement. It receives no proceeds. The text shows 2005 revenue of $97 million, net income of $27.4 million, proved reserves of 133.2 Bcfe and average production of 33.1 MMcfe per day, and mentions the Bakken acreage and two Southern Louisiana joint ventures announced in February 2006.
