Each one in plain English, with the numbers worked through for a shareholder.
25 Aug 2004debt financing● NeutralMajor
Encore replaced its $300 million credit facility with a new five-year facility (initial $400 million borrowing base, expandable to $750 million) led by Bank of America, giving it more capacity to keep funding acquisitions.
Encore filed Amendment No. 1 to its June 2004 registration statement for swapping its 6.25% Senior Subordinated Notes (indenture dated April 2, 2004) for registered notes with the same terms. The visible text is the indemnification section, exhibit list and guarantor table; it is a notes exchange, not a merger, and does not change shareholders' ownership.
Encore filed a registration statement offering to swap $150 million of its 6.25% Senior Subordinated Notes due 2014 for registered notes with the same terms. This is the same kind of notes-for-notes exchange as the 2002 one, not a merger. These are the 6.25% notes listed in the company's debt, and the filing does not change shareholders' ownership.
23 June 2004asset acquisition disposition▲ GoodMajor
Encore closed a $77 million cash purchase of natural gas properties in Overton Field, Texas, next to its existing Elm Grove Field acreage, funded by a June 2004 stock sale and credit-facility borrowings.
Encore paid $122.6 million cash to acquire Cortez Oil & Gas, adding about 15 million barrels of proved reserves across the Permian Basin, Mid-Continent, Barnett Shale and Cedar Creek Anticline, funded from its new $150 million senior subordinated notes.
Encore filed a second amendment to the notes exchange registration, now setting the exchange offer to expire January 9, 2003 and updating figures to September 30, 2002 (for example $77.0 million spent on acquisitions in the first nine months of 2002). It also lists I. Jon Brumley as Chairman, CEO and director. Still the same $150 million 8 3/8% notes swap, with no change to shareholders' ownership.
Encore amended its September 2002 filing for the exchange of $150 million of 8 3/8% Senior Subordinated Notes due 2012. The amendment adds updated detail, including that as of September 30, 2002 it had $16.0 million of debt ranking ahead of the notes and none ranking equal or below them. Still a debt-note swap with no proceeds to Encore, not a merger.
Encore filed a registration statement offering to swap $150 million of its 8 3/8% Senior Subordinated Notes due 2012, privately issued on June 25, 2002, for identical notes registered with the SEC. This is a notes-for-notes exchange, not a merger: the filing says Encore receives no proceeds and the new notes carry the same terms except for the removal of transfer restrictions. It does not change shareholders' ownership.
Encore dismissed Arthur Andersen and engaged Ernst & Young as its independent auditor after Andersen's collapse in the Enron scandal; the board reported no disagreements over the prior two years' audits.