Each one in plain English, with the numbers worked through for a shareholder.
23 May 2012asset acquisition disposition▲ GoodMajor
Magnum Hunter closed the $311 million Baytex Energy acquisition in North Dakota's Divide and Burke Counties, financed by the new senior notes and equity offering - its largest deal yet, completing the buildout of a fourth major operating area (Williston Basin) alongside Appalachia, Eagle Ford and the Eureka Hunter midstream business.
Magnum Hunter closed the $450 million, 9.750% senior notes offering, netting about $432 million to help pay for the Baytex acquisition, retire its term loan and revolver borrowings, and raise its 2012 capital budget from $150 million to $325 million - a sharp step up in both spending and debt load.
To help fund the Baytex acquisition, Magnum Hunter agreed to a $450 million offering of 9.750% senior unsecured notes due 2020 and a public offering of 35 million common shares at $4.50 each - a major, expensive capital raise reflecting how much debt and equity the company now needed to keep growing.
Magnum Hunter amended its bank credit facility to accommodate the pending $311 million Baytex acquisition, its lenders again supporting the company's expansion.
Magnum Hunter's Bakken Hunter subsidiary agreed to buy Baytex Energy's non-operated working interest in Divide and Burke Counties, North Dakota for $311 million cash - by far its largest single acquisition yet, which would lift its stake in those Williston Basin properties from 10% up to as much as 47.5%.
ArcLight's Ridgeline bought another $46.8 million of Eureka Hunter Holdings preferred units, and Eureka Holdings used the proceeds plus new equity to buy TransTex Gas Services' gas-treating business for $58.5 million - expanding Magnum Hunter's midstream operations beyond pipeline gathering into gas treating and processing.
Magnum Hunter finally closed the long-delayed Eagle Operating North Dakota acquisition, about seven months late, for roughly $53 million ($50.9 million cash plus stock) - raising its working interest in the Williston Basin properties from about 47% to about 95%, resolving the dispute that had stalled the deal since August 2011.
27 Mar 2012capital raising announcement▲ GoodMajor
Magnum Hunter brought in outside capital for its midstream arm: Ridgeline Midstream Holdings, an affiliate of ArcLight Capital Partners, committed up to $200 million to buy preferred units in Eureka Hunter Holdings (the parent of the Eureka Hunter pipeline), funding an initial $60 million purchase - the pipeline business's first outside institutional investor.
Magnum Hunter's long-delayed North Dakota acquisition from Eagle Operating - originally set to close in August 2011 but stalled by a dispute that turned into litigation - was rescheduled to close March 30, 2012 under a court settlement, still for $57 million and still raising Magnum Hunter's working interest in the properties from about 47% to about 95%.
Magnum Hunter's bank lenders raised its revolving credit facility borrowing base further, to $235 million from $200 million, while also amending the separate $100 million second-lien term loan - the credit facility had now nearly tripled in less than a year as the company kept adding debt.
19 Jan 2012material agreement termination● Neutral
Magnum Hunter again refreshed its Series D preferred at-the-market sales agreements with MLV and Wunderlich under a new shelf registration, terminating the December 2011 versions - another routine renewal of the same ongoing preferred-equity funding tool.
On rising proved reserves, Magnum Hunter's bank lenders again increased its credit facility borrowing base, to $200 million from $167.5 million, and eased the debt-to-EBITDAX covenant calculation - continued easy access to bank credit even as the company piled on the second-lien term loan alongside it.
Magnum Hunter replaced its Series D preferred at-the-market program with new agreements with MLV & Co. and Wunderlich Securities under a fresh shelf registration, terminating the March 2011 version - a routine refresh, not new capital.
Magnum Hunter finalized the terms of warrants it had declared as a dividend to common and exchangeable shareholders - one warrant per ten shares held, exercisable through October 2013 at $10.50 a share - a shareholder sweetener rather than new financing.
Magnum Hunter added a $100 million second-lien term loan led by Capital One and BMO, priced at a steep 6-8% margin over base rates - a costlier, more junior layer of debt stacked on top of its existing bank revolver as the post-NGAS/NuLoch balance sheet grew.
22 Aug 2011capital raising announcement▲ GoodMajor
Magnum Hunter's Eureka Hunter Pipeline subsidiary set up its own $150 million financing (a $100 million SunTrust-led revolver plus a $50 million second-lien term loan from PennantPark) separate from the parent's bank line, non-recourse to Magnum Hunter, and used an initial $31 million draw partly to repay corporate debt.
Ahead of closing the North Dakota (Eagle Operating) acquisition, Magnum Hunter's lenders raised its credit facility borrowing base to $187.5 million, rising further to $230 million once that deal closed, while also clearing its Eureka Hunter Pipeline subsidiary to take on a separate $150 million non-recourse credit facility of its own.
Magnum Hunter's Williston Hunter ND subsidiary agreed to buy North Dakota oil and gas properties from Eagle Operating for $57 million ($55 million cash, $2 million in stock) - the company's first big push into the Bakken/Williston Basin, alongside its established Appalachian and Eagle Ford positions.
With the NGAS and NuLoch acquisitions folded in, Magnum Hunter's lenders raised its credit facility borrowing base again, to $170 million (potentially $177.5 million with added hedges), against a newly expanded $250 million maximum commitment.
Triad Hunter closed the third and final phase of its West Virginia leasehold purchase from Quest Eastern Resource, adding Lewis and Braxton County mineral interests for about $4.9 million cash - wrapping up the multi-phase deal first announced in December 2010.
Magnum Hunter detailed the completed NuLoch Resources acquisition: shareholders and an Alberta court approved it April 28, about 38.6 million Magnum Hunter shares plus 4.3 million exchangeable shares (roughly $333 million total) were issued to former NuLoch holders, and the credit facility's borrowing base rose to $145 million now that both the NGAS and NuLoch deals were done.
Magnum Hunter announced it had closed its acquisition of NuLoch Resources, the Alberta producer it agreed to buy in January 2011 - full transaction detail to follow in a separate filing.
Magnum Hunter filed Amendment No. 1 to its registration for the NuLoch deal, covering up to 4,280,000 common shares that holders of MHR Exchangeco exchangeable shares can swap into one-for-one. The company gets no cash from this and says it intends to redeem the exchangeable shares promptly once it can, after one year. It only becomes effective if the arrangement closes, which still needs approvals including the Alberta court. The text says NuLoch has been acquired in places and is still conditional in others, so the closing status is unclear from this excerpt. The share count is 4,280,000, versus 42,804,675 in the April 8 filing; the excerpt does not explain the difference (it may be a typo in one of the filings). This continues the NuLoch thread.
Magnum Hunter closed its all-stock acquisition of NGAS Resources, making it a wholly owned subsidiary, and refinanced into a new $145 million (initially $120 million) Bank of Montreal-led credit facility maturing 2016 to support the larger, combined company.
Triad Hunter bought more Wetzel County, West Virginia gas properties, this time from Windsor Marcellus, for $20 million cash - a straight bolt-on to the Appalachian acreage assembled through the Triad Energy and Quest Eastern/PostRock deals.
Magnum Hunter filed a registration statement for up to 42,804,675 common shares that would be issued when holders swap in the exchangeable shares of its Canadian subsidiary MHR Exchangeco, which are issued to NuLoch holders in the acquisition. The company receives no cash from this, and it says it intends to redeem the exchangeable shares promptly after one year. It becomes effective only if the NuLoch arrangement closes, which still needs shareholder, NuLoch holder and Alberta court approval. This continues the NuLoch deal.
Magnum Hunter filed the final version of its proxy for the April 29, 2011 meeting on the NuLoch purchase, now with the blanks filled in. NuLoch holders would own about 32% of the combined company if the NGAS purchase also closes, or about 34% if it does not, so current shareholders would be diluted. The same proposals as in the preliminary proxy remain, including the share-count increases and ratifying Hein & Associates as auditor; the board recommends voting for all of them. This continues the March preliminary filing.
Magnum Hunter launched a third preferred-stock at-the-market program, this time for up to 2 million shares of new 8.0% Series D preferred stock, adding another funding channel as it worked to close three pending acquisitions (Triad follow-ons, NGAS, NuLoch).