Each one in plain English, with the numbers worked through for a shareholder.
18 Nov 2005material agreement● NeutralMajor
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.
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.
Brigham's compensation committee approved a grant of 67,650 shares of restricted stock to non-officer employees under the 1997 Incentive Plan on October 10, 2005. The shares vest over five years and may fully vest after a change of control. This is a routine employee compensation grant.
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.
Brigham amended its March 21 filing to clarify the scope of the restatement: it will restate full-year 2003 and 2002 statements in its 2004 annual report, while 2004 and 2003 quarterly data will be shown as revised supplemental information, and restated 2004 quarterly statements will appear in the 2005 Forms 10-Q. This narrows what the earlier filing said about restating the quarterly statements.
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.
Wellington Management Company, LLP reported a BRIGHAM EXPLORATION CO shareholding of 1,085,400 shares (2.56% of votes) in a periodic institutional filing.
Ben M. Brigham, Anne L. Brigham reported a BRIGHAM EXPLORATION CO shareholding of 3,361,802 shares (7.72% of votes) in a periodic institutional filing.
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).
Brigham issued an operational update press release (not included in the text provided) and stated it had $36.7 million borrowed under its senior credit facility as of July 19, 2004. Exhibits listed include a registration rights agreement amendment, elimination of the Series B Preferred Stock designation, and a second amendment to the subordinated credit agreement, but their terms are not in the text.
General Atlantic Partners III, L.P., GAP III Investors, Inc., GAP-Brigham Partners, L.P., GAP Coinvestment Partners II, L.P. reported no remaining BRIGHAM EXPLORATION CO shareholding in its periodic institutional filing.
General Atlantic Partners III, L.P., GAP III Investors, Inc., GAP-Brigham Partners, L.P., GAP Coinvestment Partners II, L.P. reported a BRIGHAM EXPLORATION CO shareholding of 1,551,014 shares (5.50% of votes) in a periodic institutional filing.
Ben M. Brigham, Anne L. Brigham reported a BRIGHAM EXPLORATION CO shareholding of 3,320,092 shares (8.20% of votes) in a periodic institutional filing.
Wellington Management Company, LLP reported a BRIGHAM EXPLORATION CO shareholding of 1,650,000 shares (5.90% of votes) in a periodic institutional filing.