Past year: ▲ 34%(25.27 – 37.18 USD)
Each one in plain English, with the numbers worked through for a shareholder.
1 Nov 2011business combination▼ Bad
Brigham's first amendment to its response statement to the Statoil offer adds the same two lawsuits: the Schwimmer class action in Travis County, Texas (filed October 28, 2011) and the amended Goodman complaint in Delaware (October 31). They allege the board breached its duties and ran an inadequate sale process, and seek to block the merger. Brigham says both are without merit and it will defend them. The $36.50 cash offer is unchanged.
1 Nov 2011business combination▼ Bad
Statoil's first amendment to its tender filing reports two shareholder lawsuits. A fifth class action (Schwimmer, Travis County, Texas, filed October 28, 2011) challenges Brigham's valuation, merger terms (no-solicitation, termination fee, offer timing) and the sale process, and seeks to block the deal. On October 31 the plaintiffs in the existing Delaware Goodman case amended their complaint, adding that Brigham's Schedule 14D-9 does not fully describe the negotiations or Jefferies' fairness opinion work. Statoil says both are without merit and it will defend them. The $36.50 offer price is unchanged.
28 Oct 2011business combination▲ GoodMajor
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.
28 Oct 2011business combination▲ GoodMajor
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.
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.
29 Aug 2011securities registration● Neutral
BRIGHAM EXPLORATION CO filed the final prospectus for a registered offering.
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.
9 Aug 2011quarterly activities report● Neutral
BRIGHAM EXPLORATION CO reported a quarterly net income of $70.8 million for the period ended 2011-06-30.
9 Aug 2011quarterly activities report● Neutral
BRIGHAM EXPLORATION CO reported a quarterly net income of $70.8 million for the period ended 2011-06-30.
8 July 2011substantial holder notice● Neutral
BlackRock, Inc reported a BRIGHAM EXPLORATION CO shareholding of 5,758,483 shares (4.92% of votes) in a periodic institutional filing.
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).
5 May 2011quarterly activities report● Neutral
BRIGHAM EXPLORATION CO reported quarterly revenue of $40.6 million and net income of $1.6 million for the period ended 2011-03-31.
4 May 2011quarterly activities report● Neutral
BRIGHAM EXPLORATION CO reported quarterly revenue of $40.6 million and net income of $1.6 million for the period ended 2011-03-31.
10 Mar 2011securities registration● Neutral
BRIGHAM EXPLORATION CO filed the final prospectus for a registered offering.
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.
3 Feb 2011substantial holder notice● Neutral
BlackRock, Inc reported a BRIGHAM EXPLORATION CO shareholding of 8,491,189 shares (7.26% of votes) in a periodic institutional filing.
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.
5 Nov 2010quarterly activities report▼ Bad
BRIGHAM EXPLORATION CO reported a quarterly net loss of $676 thousand for the period ended 2010-09-30.
2 Nov 2010quarterly activities report▼ Bad
BRIGHAM EXPLORATION CO reported a quarterly net loss of $676 thousand for the period ended 2010-09-30.
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.
