Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
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.
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.
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.
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.
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).
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.
Wellington Management Company, LLP reported a BRIGHAM EXPLORATION CO shareholding of 1,892,371 shares (4.10% of votes) in a periodic institutional filing.
Ben M. Brigham, Anne L. Brigham reported a BRIGHAM EXPLORATION CO shareholding of 3,234,383 shares (7.08% of votes) in a periodic institutional filing.
Wellington Management Company, LLP reported a BRIGHAM EXPLORATION CO shareholding of 4,204,109 shares (9.19% of votes) in a periodic institutional filing.
