Grizzly Energy, LLC

Grizzly Energy, LLC deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

Emerged from its second Chapter 11 on July 16, 2019, converting to a Delaware LLC and renaming itself Grizzly Energy, LLC. It entered a new exit facility with Citibank as agent: a $65 million revolver, a $65 million Term Loan A and a $285 million Term Loan B.

capital raising announcement

Grizzly Energy, LLC deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

The bankruptcy court confirmed the company's reorganization plan on July 9, 2019, targeting July 15, 2019 as the effective date. Afterward the company expected to be reorganized as a Delaware LLC named Grizzly Energy, LLC, with lenders receiving most of the new common stock.

bankruptcy or receivership

Reached a Plan Support Agreement with lenders holding most of its revolving-credit and term-loan claims, agreeing to convert their debt into new common and preferred stock of the reorganized company - the second debt-for-equity swap in three years.

material agreement

Filed Chapter 11 a second time on March 31, 2019, and sought court approval for a debtor-in-possession facility of up to $65 million of new money from Citibank, with $20 million available on an interim basis, plus a $65 million roll-up of existing revolver loans.

bankruptcy or receivership

Borrowing base cut again to $682.4 million, leaving only about $21 million of liquidity; the company said it was pursuing property sales and exploring refinancing or restructuring options - distress signals barely a year after emerging from its first bankruptcy.

material agreement

Grizzly Energy, LLC deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

The bankruptcy court confirmed the reorganization plan on July 18, 2017, and the company emerged on August 1, 2017, with all assets transferred from Vanguard Natural Resources, LLC to a new Vanguard Natural Resources, Inc. On August 9, 2017 the new company issued warrants to buy its common stock to holders of the old company's common units, and says it will keep filing SEC reports. This ends the Chapter 11 case; the filing does not state what, if anything, old unitholders receive beyond these warrants.

business combination

The bankruptcy court confirmed the Modified Second Amended Joint Plan on July 18, 2017, with August 1, 2017 targeted as the effective date and the company to become Vanguard Natural Resources, Inc., a Delaware corporation. The plan included a $255.75 million backstopped rights offering and full recovery for revolving credit lenders.

bankruptcy or receivership

While in Chapter 11, the company's subsidiary sold much of its Glasscock County, Texas oil and gas properties to the stalking-horse buyer, which won an auction on May 17, 2017 against a competing bid from XTO Energy. Total consideration was $102,150,040: about $96.86 million for the leases (closed May 19, 2017 after court approval) and about $5.29 million for roughly 57 wells, to be signed by May 26, 2017. The filing warns that trading in the securities is highly speculative and may bear little relation to any recovery for holders.

asset acquisition disposition

Grizzly Energy, LLC's exchange filed to remove a class of its securities from listing.

listing compliance notice

Lined up $255.75 million of new equity financing for its reorganization plan, backstopped by senior noteholders through a rights offering - the money needed to fund its exit from bankruptcy.

material agreement

Filed for Chapter 11 with certain subsidiaries, backed by a restructuring support agreement with noteholders. Senior noteholders would receive 97% of the reorganized company's equity, second-lien holders new notes of about $75.6 million, and first-lien lenders a paydown plus a new $1.1 billion facility.

bankruptcy or receivership

The borrowing base was cut again, from $1.325 billion to $1.1 billion, effective November 3, 2016 after approval by two-thirds of first lien lenders. With about $1.3 billion borrowed, the deficiency is about $187.3 million after a first $37.5 million payment on Oct 26, 2016, to be repaid in five monthly installments of $37.5 million starting January 2017. The company says forecasted excess cash flow will not be enough and that refinancing or restructuring debt, asset sales, reduced drilling or new capital will be needed. This worsens the earlier May 2016 position, when it expected cash flow to cover the shortfall.

debt financing

Lenders waived the company's breach of the $50 million liquidity covenant so it could pay interest on its 2020 notes (paid Oct 26) and its December 2019 notes interest. The waiver would void if the 2020 payment wasn't made by Oct 31, and a borrowing base cut to $1.1 billion was expected.

material agreement

Elected not to make a roughly $15 million interest payment on its 2020 senior notes, instead using the 30-day grace period, while bank lenders agreed the missed payment wouldn't itself trigger a default under the credit facility - the balance sheet was now visibly straining.

material agreement

This amendment only corrects the item number and heading of a May 27, 2016 report; the substance is the Tenth Amendment to the credit facility (May 26, 2016), which cut the borrowing base from $1.8 billion to $1.325 billion. Borrowings of $1.424 billion left a deficiency of about $103.5 million, to be repaid in six monthly installments of about $17.3 million from June 27, 2016, which the company expects to cover from excess cash flow. The amendment also gave a one-time current ratio waiver for Q2 2016, raised the mortgage requirement from 80% to 95%, and added an event of default for payments on Senior Notes or Second Lien Debt from Sept 15, 2016 if pro forma liquidity falls below $50 million. This continues the tightening of the lending base seen since the June 2015 cut.

debt financing

Had its borrowing base cut again, to $1.325 billion from $1.8 billion, and agreed to a new default trigger: falling below $50 million of liquidity after making bond interest payments would itself become an event of default - a sign lenders were bracing for a cash crunch.

material agreement

The Oklahoma SCOOP/STACK sale agreed on March 29, 2016 closed on May 19, 2016 at an adjusted price of $272.5 million (down from the $280.0 million announced), paid by entities managed by Titanium Exploration Partners; the press release says proceeds were immediately used to pay down the reserve-based credit facility. The filing also adds pro forma financials covering this sale and the completed LRR Energy (Oct 5, 2015) and Eagle Rock (Oct 8, 2015) mergers, and an updated 2016 outlook; the price is still subject to final adjustments.

asset acquisition disposition

Agreed to sell its SCOOP/STACK gas assets in Oklahoma for $280 million - its first major divestment after a decade of buying, now shedding properties to raise cash and cut debt.

material agreement

Exchanged $168.2 million of its 7.875% senior notes for just $75.6 million of new second-lien notes - retiring debt at a steep discount to face value, a signal the market already doubted the old bonds would be paid in full.

debt financing

Completed the Eagle Rock merger on October 5, 2015, the same day as the LRR Energy merger, issuing about 28.75 million new Vanguard units at 0.185 per Eagle Rock unit. The closing was announced on October 8.

asset acquisition disposition

Completed the LRR Energy merger, issuing new units at the 0.550 exchange ratio and folding Lime Rock's oil and gas assets into the company.

asset acquisition disposition

Amendment No. 1 to the Eagle Rock merger registration statement, dated July 8, 2015. The terms are unchanged (0.185 Vanguard unit per Eagle Rock unit). It now sets September 17, 2015 at 10:00 a.m. as the date of both Vanguard's annual meeting (which includes the vote on issuing units to Eagle Rock holders) and Eagle Rock's special meeting. Eagle Rock holders' expected stake is now about 22.0% if the LRR deal also closes (22.1% before) or 24.9% if it does not (25.0% before).

business combination

Filed the registration statement (Form S-4) to issue up to 28,745,628 new Vanguard common units to Eagle Rock Energy Partners unitholders under the May 21, 2015 merger agreement. Each Eagle Rock unit gets 0.185 Vanguard units (valued at $3.05, a 24.5% premium to Eagle Rock's $2.45 close). Eagle Rock holders would own about 22.1% of Vanguard if the LRR merger also closes, or about 25.0% if it does not. Vanguard unitholders vote on the unit issuance at the annual meeting; the date is still blank, and neither merger is conditioned on the other. This continues the Eagle Rock thread.

business combination

Had its credit facility borrowing base cut from $2.0 billion to $1.6 billion and its debt-to-EBITDA covenant tightened for coming years - the first clear sign the 2014-15 oil price collapse was constraining the balance sheet it had built through years of acquisitions.

material agreement

Filed the registration statement (Form S-4) to issue up to 15,453,258 new Vanguard common units to LRR Energy unitholders in the merger agreed April 20, 2015. Each LRR unit converts into 0.550 Vanguard units (valued at $8.93 per LRR unit on April 20, 2015, a 12.6% premium to LRR's $7.93 close). LRR holders would own about 11.9% of Vanguard if the Eagle Rock merger also closes, or about 15.2% if it does not. The LRR vote date is still blank and the filing is preliminary, so this continues the LRR deal rather than completing it.

business combination

One month after agreeing to buy LRR Energy, announced a second roll-up - acquiring Eagle Rock Energy Partners for common units valued at about $614 million including assumed debt, at a 0.185 exchange ratio.

business combination

Announced a deal to acquire LRR Energy (Lime Rock Resources' public MLP) for common units valued at about $539 million including assumed debt - the first of two roll-up mergers announced within a month, even as low oil prices squeezed the sector.

business combination

Vanguard closed its purchase of Piceance Basin (Colorado) natural gas, oil and liquids assets from Bill Barrett Corporation on September 30, 2014, for an adjusted $508.7 million, funded by credit facility borrowings. The assets carry about 389 billion cubic feet equivalent of proved reserves (about 77% natural gas, 79% proved developed) and produce about 67 million cubic feet equivalent per day. The press release says the borrowing base rose from $1.525 billion to $2.0 billion and liquidity was above $620 million, while the purchase adds to the debt balance.

asset acquisition disposition

Nasdaq certified Grizzly Energy, LLC's securities for listing, clearing them to begin trading.

listing compliance notice

Agreed to a second, larger deal with Bill Barrett Corporation - $525 million for the rest of its Piceance Basin gas assets in Colorado - just as oil prices began sliding sharply that autumn.

material agreement

Vanguard closed its purchase of natural gas, oil and liquids assets in North Louisiana and East Texas from Hunt Oil Company on August 29, 2014, for an adjusted $274.7 million. It was funded by credit facility borrowings plus proceeds from selling common and preferred units under its at-the-market program, so existing unitholders were diluted somewhat. The assets carry about 150 billion cubic feet equivalent of proved reserves (about 57% proved developed) and produce about 18 million cubic feet equivalent per day. The press release says borrowings were $950 million with about $575 million undrawn on the credit facility after financing.

asset acquisition disposition

Agreed to buy $278 million of natural gas, oil and NGL assets in North Louisiana and East Texas from Hunt Oil Company.

material agreement

Expanded its credit facility's maximum size to $3.5 billion and its borrowing base to $1.525 billion, reflecting how large the reserve base had grown through years of acquisitions - just months before oil prices began falling that fall.

material agreement

Nasdaq certified Grizzly Energy, LLC's securities for listing, clearing them to begin trading.

listing compliance notice

Vanguard closed its purchase of natural gas and oil assets in the Pinedale and Jonah fields in southwestern Wyoming on January 31, 2014, for an adjusted $549.1 million, funded by borrowing on its existing reserve-based credit facility. The filing calls the seller 'unnamed'. The assets carry about 847 billion cubic feet equivalent of proved reserves (about 79% natural gas, 43% proved developed) and produce about 113 million cubic feet equivalent per day. This completes the Pinedale/Jonah deal and adds to credit facility debt.

asset acquisition disposition

Agreed to its biggest deal yet - $581 million for natural gas assets in Wyoming's Pinedale and Jonah fields - continuing an aggressive multi-year acquisition run funded mostly with new debt and equity.

material agreement

Nasdaq certified Grizzly Energy, LLC's securities for listing, clearing them to begin trading.

listing compliance notice

Issued its first preferred equity - 2.52 million 7.875% Series A cumulative preferred units at $25 each, raising about $60.8 million to pay down debt - adding a higher-cost layer to its capital structure alongside common units and bonds.

material agreement

Nasdaq certified Grizzly Energy, LLC's securities for listing, clearing them to begin trading.

listing compliance notice

Grizzly Energy, LLC's securities were notified for removal from listing and registration on its exchange.

listing compliance notice

Vanguard closed its purchase of Permian Basin gas, oil and liquids assets in southeast New Mexico and West Texas from Range Resources on April 1, 2013, for an adjusted $268.8 million, funded by borrowing on its existing reserve-based credit facility. The assets carry about 137 billion cubic feet equivalent of proved reserves (about 43% natural gas, 78% proved developed) and produce about 17 million cubic feet equivalent per day. It continues the acquisition strategy and adds to credit facility debt.

asset acquisition disposition

Agreed to buy $275 million of Permian Basin gas, oil and NGL assets in New Mexico and West Texas from Range Resources.

material agreement

Vanguard closed its purchase of natural gas and liquids assets in Colorado's Piceance Basin and Wyoming's Powder River and Wind River Basins from Bill Barrett Corporation on December 31, 2012, for an adjusted $328.8 million, funded by borrowing on its existing reserve-based credit facility. The assets carry about 300 billion cubic feet equivalent of proved reserves (about 86% natural gas, 80% proved developed) and produce about 65 million cubic feet equivalent per day. It continues the acquisition strategy and adds to the credit facility debt.

asset acquisition disposition

Agreed to buy non-operated Bakken oil assets in Montana for $131.0 million, currently producing about 1,100 barrels of oil equivalent a day, effective 1 August 2012 and due to close by year end. The 8-K text calls the seller undisclosed, but the purchase and sale agreement filed with it names Halliburton Energy Services. A third party holds a pre-emptive right to buy the assets instead, expiring 30 days after notice.

material agreement

Agreed to buy $335 million of natural gas assets in Colorado's Piceance Basin and Wyoming's Powder River and Wind River basins from Bill Barrett Corporation.

material agreement

Agreed to buy $445 million of Woodford and Fayetteville Shale gas assets in the Arkoma Basin from Antero Resources - its largest deal since the Encore merger.

material agreement

Raised $350 million through its first public bond offering - 7.875% senior notes due 2020 - and used the proceeds to pay off its second-lien term loan and reduce credit-facility borrowings, diversifying away from bank debt alone.

debt financing

Lined up a much larger credit facility - borrowing base jumping to $765 million - conditioned on completing the pending Encore Energy Partners merger, reflecting the combined company's bigger reserve base.

material agreement

Vanguard filed to register units for a merger with Encore Energy Partners, in which each Encore unit not already owned by Vanguard would be converted into 0.75 Vanguard units. Vanguard's subsidiary already holds 20,924,055 Encore units (about 46.0%), and up to 19,119,406 new Vanguard units could be issued. Vanguard unitholders keep their existing units but must vote to approve the issuance, so existing holders face dilution; the percentage split is left blank in this draft. The merger agreement is dated July 10, 2011.

business combination

Agreed to fully merge with Encore Energy Partners, converting all remaining public ENP units into 0.75 Vanguard units each - the roll-up of the MLP it had taken control of seven months earlier into a single company.

business combination

Completed the $380 million purchase of Encore Energy Partners' general partner and Denbury's 46% common-unit stake, becoming Encore's controlling owner and setting up a full merger down the road.

asset acquisition disposition

Agreed to buy Denbury Resources' entire stake in Encore Energy Partners - its general partner plus a 46% common-unit position - for $380 million, financed with a new term loan and credit-facility borrowings. This was a step toward eventual full control of a separate public MLP, not just another property purchase.

debt financing

Vanguard completed a second Permian-area purchase on May 20, 2010: producing oil and gas properties in Mississippi, Texas and New Mexico from a private seller for an adjusted $114.6 million. The properties hold 4.7 million barrels of oil equivalent of proved reserves (about 96% oil), about 56% of expected production is hedged through 2013 at $91.70 per barrel, and the price was paid from about $71.5 million of net proceeds from a recent equity offering plus credit facility borrowings. This continues the acquisition-by-borrowing-and-new-units pattern, and is its largest deal in the record so far.

asset acquisition disposition

Agreed to buy $113.1 million of producing oil and gas assets across Mississippi, Texas and New Mexico from a private seller (Alpine Gas Investors) - its largest single deal to date.

material agreement

Agreed on November 27, 2009 to buy Permian Basin oil and gas assets from private sellers for $55 million, closing on December 2 and funding it from its credit facility. It hedged about 90% of the acquired oil production through 2013.

material agreement

Vanguard filed the financial statements for a second South Texas purchase from Lewis Energy affiliate Segundo Navarro Drilling. It closed August 17, 2009 at an adjusted $50.5 million, funded by credit facility borrowings and a public offering of 3.5 million common units. The properties hold 27 Bcfe of proved reserves (about 94% gas), and with added hedges about 90% of expected gas production from existing producing wells is hedged through 2011.

asset acquisition disposition

Agreed to a second purchase of Segundo Navarro/Lewis Energy natural gas properties in South Texas for about $52.25 million, again with Lewis continuing to operate the wells.

material agreement

Grizzly Energy, LLC's securities were notified for removal from listing and registration on its exchange.

listing compliance notice

the New York Stock Exchange certified Grizzly Energy, LLC's securities for listing, clearing them to begin trading.

listing compliance notice

Vanguard said it would restate its first- and second-quarter 2008 results because its hedge documentation did not meet SFAS 133 requirements for cash flow hedge accounting. Unrealized derivative losses of $20.2 million and $52.2 million moved into earnings, with no effect on liquidity or distributions.

financial restatement

Vanguard filed the financial statements for the South Texas properties it bought from Segundo Navarro Drilling, a Lewis Energy Group affiliate. The deal closed July 28, 2008 at an adjusted $51.4 million, paid as $30.0 million cash and 1,350,873 Vanguard units. The properties are about 99% natural gas with 21.8 Bcfe of proved reserves, and Vanguard assumed gas hedges covering about 85% of expected producing gas output through 2011. They earned $5.9 million of revenues over direct operating expenses in 2007.

asset acquisition disposition

Agreed to buy South Texas natural gas properties from an affiliate of the Lewis Energy Group for about $53.4 million in cash and units, with Lewis continuing to operate the wells and jointly develop undeveloped acreage.

material agreement

Vanguard filed the financial statements for the Permian Basin oil and gas properties it bought from Apache Corporation. The deal closed on January 31, 2008 at an adjusted price of $73.4 million (versus the $78.3 million originally agreed, before adjustments). The properties had 5.1 MMboe of proved reserves (about 84% oil), and Vanguard took on oil swaps covering about 90% of expected producing oil output through 2011 at a weighted average of $87.29. The properties earned $11.6 million of revenues over direct operating expenses in 2007.

asset acquisition disposition

Agreed to buy Permian Basin oil and gas properties from Apache Corporation for about $78.3 million, funded through its reserve-based credit facility - the first major acquisition for the newly public upstream MLP.

material agreement