Each one in plain English, with the numbers worked through for a shareholder.
15 Mar 2012substantial holder notice● Neutral
MONTIERRA MINERALS & PRODUCTION, L.P, MONTIERRA MANAGEMENT LLC, NATURAL GAS PARTNERS VII, L.P, Eagle Rock Holdings NGP, NATURAL GAS PARTNERS VIII, L.P, NGP INCOME MANAGEMENT, L.L.C, ERH NGP, KENNETH A. HERSH reported a EAGLE ROCK ENERGY PARTNERS L P shareholding of 51,401,320 shares (39.50% of votes) in a periodic institutional filing.
Eagle Rock and Eagle Rock Energy Finance Corp. filed Amendment No. 1 to the November 2011 registration statement for the offer to swap up to $300 million of 8 3/8% senior notes due 2019 for registered notes with materially identical terms. This continues the exchange offer; it is not new borrowing and does not change the debt amount. The expiry date is still blank and the registration is still not stated as effective.
On November 15, 2011, entities affiliated with Eagle Rock Holdings and Natural Gas Partners exercised 247,617 warrants from the June 2010 rights offering, and the partnership issued the same number of new common units for an aggregate exercise price of $1,485,702. This continues the warrant exercises seen in August 2011; it adds a small number of units and cash. The press release (Exhibit 99.1) is referenced but its text is not included, so nothing further is stated.
On November 14, 2011 Eagle Rock and Eagle Rock Energy Finance Corp. filed a registration statement to offer holders of up to $300 million of the 8 3/8% senior notes due 2019 (issued May 27, 2011) a swap into registered notes with materially identical terms. This fulfils the registration rights promised in May 2011; it is not new borrowing and does not change the amount of debt. The offer's expiry date is blank in the filing.
On August 18, 2011 Eagle Rock's subsidiary amended its NGL exchange agreement with ONEOK Hydrocarbon (dated Dec 2005, previously amended Dec 2010). The amendment lowers the maximum NGL volume from the West Plants and raises it from the East Plants by a matching amount, and increases the volume from one Dedicated Plant with a higher Base Exchange Differential on that added volume. Financial terms are redacted, so the dollar effect is not stated.
This amendment corrects the August 16 filing: the NGP Parties exercised 3,975,362 warrants (not 5,390,384) on August 15, 2011, for an aggregate exercise price of about $23.9 million (not $32.3 million). The common units issued equal the warrants exercised. It supersedes the earlier numbers; the warrants came from the June 2010 rights offering.
17 Aug 2011capital raising announcement● NeutralMajor
On August 15, 2011 NGP-affiliated parties exercised warrants for 5,390,384 common units at a total exercise price of about $32.3 million; the warrants dated from the June 2010 rights offering. This figure was corrected the next day's amendment (see the 8-K/A), so it should not be relied on. The new units add to the units outstanding and bring cash to the partnership.
On June 22, 2011 Eagle Rock replaced its $800 million credit agreement (which was due Dec 2012) with a new five-year facility maturing June 22, 2016, with initial commitments and an initial borrowing base of $675 million, expandable to $1.2 billion on request. It is secured by substantially all material assets, and interest is LIBOR plus 1.75% to 2.75%. Covenants include a total leverage ratio no higher than 4.50x (previously a 3.75x senior secured leverage limit in the context) and interest coverage of at least 2.50x. The company also restructured some hedges, with termination costs of about $4.8 million (oil swaps) and $5.0 million (interest rate swaps) and about $14.6 million on novated commodity hedges. This extends the debt maturity beyond the Dec 2012 date in the earlier facility and supersedes the $405 million borrowing base set at the Crow Creek closing.
On May 24, 2011 Eagle Rock agreed to sell $300 million of 8 3/8% senior notes due June 1, 2019 to initial purchasers (Wells Fargo, Merrill Lynch, BNP Paribas, RBS). The sale closed May 27, 2011 at 96.779% of par, for net proceeds of about $289.2 million, used to repay borrowings under its credit facility. The notes are unsecured, rank behind the secured credit facility, and are guaranteed by the partnership's subsidiaries; the partnership agreed to offer registered exchange notes within 400 days. This is the first bond issue in the filings we have and pays down the revolver drawn for Crow Creek (inference: that revolver use is the context; the filing only says the credit facility was repaid).
EAGLE ROCK ENERGY PARTNERS L P shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
This amendment to the May 3, 2011 filing adds the Crow Creek historical financial statements (audited for 2008-2010 and unaudited for the first quarter of 2011 and 2010), pro forma financial information for the partnership, and extra pro forma data including pro forma Adjusted EBITDA. The text of the filing does not state any figures. It is filed to supply financial statements that were not included originally.
3 May 2011asset acquisition disposition● NeutralMajor
Eagle Rock completed the Crow Creek acquisition on May 3, 2011, paying about $15 million cash, 28,753,174 new common units at a negotiated $10.50 each, and taking on about $213 million of debt, which it repaid from its revolver. The revolver's borrowing base rose from $160 million to $405 million. NGP VIII must vote its new units in proportion to other unitholders' votes on most matters and received registration rights for resale of its units and warrants. NGP can appoint three directors of the general partner's board. This resolves the acquisition announced April 12, 2011.
EAGLE ROCK ENERGY PARTNERS L P announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).
EAGLE ROCK ENERGY PARTNERS L P shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
On April 12, 2011, Eagle Rock agreed to buy Crow Creek Energy (oil and gas reserves in Oklahoma, Texas and Arkansas) from a portfolio company of NGP VIII, which is NGP's fund and the partnership's largest unitholder, for about $525 million: about $15 million cash, about $303 million in new common units and about $207 million of assumed debt. The units issued would be between 28,857,143 and 40,400,000, depending on the trading price (floor $7.50, ceiling $10.50), which would dilute existing unitholders. The cash and debt repayment would be funded from the revolver, whose borrowing base lenders intend to raise from $160 million to $405 million. Closing was expected around May 3, 2011, and the agreement can be terminated if it has not closed by May 31, 2011. This is a deal with the controlling shareholder, and it follows the May 2010 recapitalization.
On March 18, 2011 the audit committee replaced Deloitte & Touche with KPMG as auditor for fiscal 2011. The filing says Deloitte's reports in the last two years had no adverse opinions and there were no disagreements or reportable events with Deloitte.