ULTRA PETROLEUM CORP

ULTRA PETROLEUM CORP terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

On August 22, 2020, the bankruptcy court confirmed Ultra's Second Amended Joint Chapter 11 Plan, resolving the confirmation step of the case begun May 14. The plan cancels all existing common stock (199,713,518 shares outstanding as of July 31, 2020) after the effective date, and the company is targeting that date within about 30 days, with no assurance. This answers the open question on how current shares are treated: they are cancelled, and new equity and warrants go to certain holders of claims.

bankruptcy or receivership

On July 27, 2020, Ultra and UP Energy signed a backstop purchase agreement under which the backstop parties commit to buy any unsubscribed shares in the rights offering (up to $85M) for eligible first lien term loan holders, and to buy all of the priority portion. They would be paid a 7.5% premium of the $85M, in new common stock on the plan's effective date, subject to court approval. This firms up the rights offering flagged in the restructuring plan; the agreement can end if the closing has not happened by November 3, 2020. The filing does not say what existing shareholders receive.

material agreement

On June 30, 2020, Ultra Wyoming bought the LGS Gathering System from Pinedale Corridor, LP for $18.0M, with bankruptcy court approval on June 26. The restructuring support agreement was amended to permit this. This relates to the Pinedale gathering system Ultra sold and leased back in 2012 for $225M (the filing doesn't say whether this is the same system).

material agreement

On May 19, 2020, Ultra's subsidiaries signed a court-approved debtor-in-possession loan of up to $25.0M (Wilmington Trust agent), maturing at the earliest of Nov 19, 2020 or plan effectiveness, among other triggers. On May 15 the court also approved procedures restricting certain transfers of Ultra stock and declarations of worthlessness for tax purposes; violating transfers are void. Continues the Chapter 11 case begun May 14.

bankruptcy or receivership

On May 14, 2020, Ultra and subsidiaries filed prepackaged Chapter 11 in Houston, backed by a restructuring support agreement with 100% of revolver lenders, 85% of term lenders and 67% of second-lien noteholders. The plan would equitize or eliminate substantially all prepetition debt, with a $25M DIP loan, up to about $85M rights offering and a $100M exit revolver. The filing accelerated the second-lien notes, 2022 and 2025 notes, revolver and term loan, though collection is stayed. This is a second bankruptcy after the 2017 emergence. The excerpt does not state what happens to existing shares, so the equity outcome is unresolved.

bankruptcy or receivership

On Feb 14, 2020, Ultra signed a Sixth Amendment: the borrowing base falls to $1.075B effective April 1, 2020, with the revolver commitment going from $200M to $120M (Feb 29) and then $100M (Apr 1). Redeterminations become quarterly (next July 1, 2020), and the minimum cash threshold drops from $25M to $15M. The release confirms 2020 capital of $10-20M with drilling suspended and production guidance of 182-192 Bcfe; Q4 2019 production was 55.4 Bcfe. Continues the lender squeeze begun in the Fifth Amendment.

debt financing

On Sept 16, 2019, Ultra's bank lenders agreed to a Fifth Amendment: the borrowing base was cut to $1.175B (from $1.3B), with $200M under the revolver, falling to $120M on Feb 29, 2020. All financial maintenance covenants were removed, hedging requirements reduced, and capital spending capped at $65M, $10M and $5M for the Sept 2019, Dec 2019 and later quarters. The press release says drilling in Pinedale will be suspended by end of September and 2019 capital guidance is now $230-$260M. This resolves the fall 2019 redetermination and leverage covenant threads.

debt financing

ULTRA PETROLEUM CORP's exchange filed to remove a class of its securities from listing.

listing compliance notice

On July 30, 2019, NASDAQ notified Ultra that its shares will be delisted effective August 8, 2019 because it did not regain the $1.00 minimum bid price. The shares are expected to trade on OTCQX as UPLC, and the board decided a reverse stock split was not in the company's best interest at this time. The company says it will keep making SEC filings, and business operations are unaffected. This resolves the minimum bid price thread from January. Kason D. Kerr now signs as Vice President, General Counsel and Corporate Secretary, replacing Andrew Kidd in that role (inference from the signature).

listing compliance notice

On February 14, 2019, Ultra Resources' bank lenders reaffirmed the borrowing base at $1.3B (down from $1.4B in April 2018), with $325M of availability. They loosened the leverage limit to 4.50x for Dec 31, 2018, 4.75x for Mar-Jun 2019 and 4.90x for Sept 2019-Jun 2020, then tightening to 4.5x at Sept 30, 2020 and 4.25x from Dec 31, 2020. Lenders were paid fees of $487,500. Another $16.5M of 2022 notes were swapped for about $10.1M of second-lien notes, bringing 2019 swaps to $44.6M, with about $10.4M still available. The press release reports 2018 production of 275.1 Bcfe and year-end reserves of 3,062.5 Bcfe.

debt financing

On January 29, 2019, NASDAQ notified Ultra that its shares closed below $1.00 for 30 consecutive business days. The company has until July 29, 2019 to regain compliance by closing at $1.00 or above for 10 consecutive business days; trading continues for now. Separately, Sylvia K. Barnes became a non-voting board observer on January 30, 2019 under the December 2018 director nomination agreement with second-lien noteholders, which continues that noteholder board-seat thread.

listing compliance notice

The December 2018 bond swap closed on December 21, 2018: holders of about $505M of 2022 notes and $275M of 2025 notes of Ultra Resources received about $545M of new 9.00% cash / 2.00% PIK second-lien notes due July 12, 2024, plus 10,919,499 warrants (the October/December plans said 10,916,699; the filing gives the higher figure). The company received no cash. The warrants cost $0.01 each and only become exercisable after the shares average at least $2.50 for 30 trading days, with about 6% dilution if all are exercised. The remaining old-note covenants were stripped through a supplemental indenture. This resolves the open question of whether the exchange would close.

capital raising announcement

On Dec 17, 2018, Ultra terminated the October exchange agreement and signed a replacement with holders of about $505M (72.1%) of the 2022 notes and $275M (55%) of the 2025 notes, to swap them for $545M of new second-lien 9.00% cash / 2.00% PIK notes due July 12, 2024 and 10,916,699 warrants. Terms are similar to October's, but the participating amounts are lower. The warrants cost $0.01 each to exercise, only become exercisable once the shares trade at $2.50 or more (30-day average) and would dilute shareholders by about 6% on 197,053,583 shares. Closing is expected before Dec 31, 2018; noteholders may also nominate one independent director.

capital raising announcement

On Oct 17, 2018, Ultra agreed with holders of about $556.4M (79.5%) of 6.875% 2022 notes and $267.1M (53.4%) of 7.125% 2025 notes of Ultra Resources to swap them for new 9.00% cash / 2.00% PIK second-lien notes due July 2024 ($720 per $1,000 of 2022 notes, $660 per $1,000 of 2025 notes) plus warrants. The company says the warrants would dilute shareholders by about 6% if all are exercised; the deal needs bank-lender consents and an intercreditor agreement, and the press release says it cuts long-term debt by about $250M and pushes out about $560M of debt from 2022 to mid-2024. The release also reports closing a Utah asset sale, with proceeds used to pay down the revolver (this is the Uinta Basin position acquired in 2013; the filing text provided does not give a price). The company's headquarters had moved to Englewood, Colorado and shares are now NASDAQ-listed (UPL).

capital raising announcement

On April 19, 2018, Ultra Resources and its bank lenders reaffirmed the borrowing base at $1.4 billion and loosened the debt-to-earnings limit to 4.50x from June 30, 2018 (then 4.25x from Sept 30, 2019 and 4.0x from March 31, 2020). In return the company must hedge set percentages of production through March 30, 2020, and pays a higher interest rate (0.25% more) when leverage exceeds 4.0x; it paid lenders fees totalling $637,500. Q1 2018 production averaged 803 MMcfe/d, and Brad Johnson is named as Interim CEO, replacing Michael Watford in that role (inference from title; the filing does not say why).

debt financing

Nasdaq certified ULTRA PETROLEUM CORP's securities for listing, clearing them to begin trading.

listing compliance notice

On March 14, 2017 the bankruptcy court confirmed Ultra's Second Amended Plan, with a court-determined plan value of $6.0B. The company is targeting the plan going effective within about 30 days but gives no assurance. On the effective date, the existing common stock (153,418,041 shares outstanding as of Feb 9, 2017) is cancelled; shareholders receive a proportionate share of new equity and rights to buy more in the rights offering, both diluted by the incentive plan. Ultra Resources' debt is to be paid in full in cash, funded by exit financing of $1.4B of notes (or bridge loans), a $600.0M term loan, up to $400.0M of revolver and $580.0M from rights offerings.

bankruptcy or receivership

On February 8, 2017, Ultra obtained a commitment letter from Barclays for up to $2.4B of exit financing tied to the reorganization plan: a $600.0M seven-year term loan, a $400.0M five-year revolver (initial borrowing base $1.0B), and $1.4B of unsecured bridge loans. The expected blended interest rate is about 5.10%, though it could be higher or lower. The commitment is conditional and ends May 9, 2017 at the latest. The same day Ultra filed a Second Amended Plan; this financing is how the plan's cash payments are to be funded.

material agreement

On November 21, 2016, Ultra signed a Plan Support Agreement with some holders of its 2018 and 2024 notes and some shareholders, plus a Backstop Commitment Agreement, setting out a proposed reorganization plan. At a $6.0B enterprise value, existing shareholders would get 41% of the new equity plus rights to buy a further 5.4% in a $580.0M rights offering; noteholders would get 36.2% plus rights for 16.1%; backstoppers get 1.3%; all subject to dilution by a 7.5% management incentive plan. Ultra Resources' creditors would get $2.0B of new notes plus cash. The plan value can move to $5.5B or $6.25B depending on gas prices. This is the first concrete restructuring terms after the Chapter 11 filing, and the plan still needs court confirmation.

material agreement

ULTRA PETROLEUM CORP's exchange filed to remove a class of its securities from listing.

listing compliance notice

On April 29, 2016, Ultra Petroleum and seven subsidiaries (including Ultra Resources) filed for Chapter 11 reorganization in the Southern District of Texas. This made the parent's 2018 and 2024 notes, the Ultra Resources credit agreement and its senior notes immediately due, though enforcement is automatically stayed. This follows the waiver period that was due to end April 30, 2016, and the talks with creditors did not avoid a filing. On May 2, 2016 the NYSE suspended trading and found the stock no longer suitable for listing; the company chose not to appeal and expects trading on the OTC Pink market as "UPLMQ" from May 3. This ends the earlier NYSE $1.00 price-deficiency thread.

bankruptcy or receivership

On March 15, 2016 the NYSE told Ultra its stock failed the $1.00 minimum: the 30-trading-day average close was $0.96 as of March 11. Ultra has six months from the notice to regain compliance, expects to stay listed meanwhile, and says the notice does not affect operations or trigger a breach of its debt obligations. This adds to the debt waiver news two weeks earlier; the filing does not say whether it will be cured.

listing compliance notice

On March 1, 2016, all lenders under Ultra Resources' revolving credit facility and all holders of its senior notes agreed to waive certain defaults and hold off on enforcement until the earliest of April 30, 2016 or a termination event. The note agreement waiver postpones the March 1, 2016 maturity and interest payments on the Ultra Resources notes, and unpaid interest (and, for the notes, unpaid principal) accrues an extra 2% per year. Ultra says this gives it time to talk to creditors about restructuring all its debt, including the parent's own notes, and reported over $266.0 million cash at Feb 29, 2016. This is a serious turn from the debt-funded acquisitions of 2013-2014; the filing does not say how talks will end.

debt financing

This amendment to the Sept 25 report on the Shell affiliate SWEPI deal adds the financial statements and pro forma figures for the Pinedale properties Ultra acquired. It also gives the actual price: after adjustments the cash payment was $983.0 million, up from the $925.0 million headline figure, and it is still subject to further post-closing adjustments. The properties are about 19,600 net mineral acres in Wyoming; Ultra gave up about 155,000 net acres in Pennsylvania. The acquired properties had revenues of $358.3 million in 2013 (vs $313.4 million in 2012) and revenues in excess of direct operating expenses of $159.3 million (vs $96.4 million). These figures leave out items such as depreciation, G&A and taxes, so they are not full profit figures. This resolves the open thread on the filing of the acquisition financials and on final price adjustments, in part, since further adjustments are still possible.

asset acquisition disposition

On Sept 25, 2014 Ultra completed the SWEPI (Shell affiliate) transaction: it paid $925.0 million cash (subject to adjustments), acquired oil and gas properties in Sublette County, Wyoming (the Pinedale field) and disposed of certain Pennsylvania properties. This completes the deal signed in August; the filing gives no further figures on the Pennsylvania assets given up.

asset acquisition disposition

On Sept 18, 2014 Ultra closed the $850.0 million 6.125% senior notes due Oct 1, 2024, sold at par with net proceeds of $838.5 million, held in escrow until the Pinedale acquisition closes. The notes must be redeemed at par if Pinedale does not close within sixty days of issue; the filing also describes the indenture covenants and a registration rights agreement to exchange the notes for registered ones.

debt financing

On Sept 4, 2014 Ultra priced a private offering of $850.0 million of 6.125% senior unsecured notes due 2024, upsized from the $700.0 million first announced, to fund part of the Pinedale purchase from Shell's affiliate. The notes were to close into escrow and be released only when the Pinedale deal closes; if it does not close within sixty days of the issue date (or the agreement is terminated), Ultra must redeem them at par plus interest.

material agreement

On Aug 13, 2014 Ultra agreed to buy all of Shell affiliate SWEPI LP's Pinedale field properties in Wyoming, giving SWEPI $925.0 million in cash plus a portion of Ultra's Marcellus Shale properties (the news release says about 155,000 net acres in Tioga and Potter counties, roughly 100 MMcfe/day of gas production). Ultra paid a $25.0 million deposit, the effective date is April 1, 2014, and closing was expected in Q3 2014; Ultra said it expects to fund it with new debt at the subsidiary and parent level. This builds on its core Pinedale position and reduces its Pennsylvania Marcellus holding.

material agreement

Ultra closed the Utah Uinta Basin purchase from Axia Energy on Dec 12, 2013 at a contract price of $650.0 million (subject to adjustments), the deal announced in October. It paid for it with $450.0 million of 5.750% senior unsecured notes due 2018 (net proceeds $442.1 million) plus $207.7 million borrowed on its revolving credit facility, so the company now carries more debt.

asset acquisition disposition

On Oct 18, 2013 a subsidiary agreed to buy oil-producing properties and undeveloped acreage in Utah's Uinta Basin from Axia Energy, LLC for an initial $650.0 million, with a $22.5 million escrow deposit and closing expected in December 2013. The press release says Ultra will operate with a 100% working interest, current net production is 4,000 barrels of oil per day from 38 wells, and the deal will be financed with debt at the subsidiary and parent level. It is Ultra's first oil-focused asset alongside its gas holdings in Wyoming and Pennsylvania.

material agreement

On Dec 7, 2012 Ultra Wyoming agreed to sell its pipelines and central gathering facilities in the Pinedale Anticline to Pinedale Corridor, LP for $225 million cash, expected to close in December 2012. Ultra will lease the system back under a long-term triple net lease with base rent of $20 million, adjusted annually for inflation, with the actual amount depending largely on volumes. Proceeds will reduce borrowings under the revolving credit facility. Closing depends on the buyer completing its financing and other conditions.

material agreement

On Oct 6, 2011 Ultra Resources replaced its April 2007 revolving credit agreement with a new unsecured JPMorgan-led facility, and repaid everything owed under the old one. The new facility has a $1.0 billion commitment (expandable to $1.25 billion), up to $250 million in letters of credit and a five-year term. Covenants cap leverage at 3.50x and, while the company is below investment grade, require oil and gas property value of at least 1.50x funded debt, versus 1.75x under the old facility.

debt financing

On Oct 12, 2010 Ultra Resources issued $525 million of senior notes under a Third Supplement to the 2008 master agreement: $315 million at 4.51% due 2020, $35 million at 4.66% due 2022 and $175 million at 4.91% due 2025. They rank equally with the bank facility and earlier notes and are guaranteed by Ultra Petroleum and UP Energy. Proceeds repay bank debt and fund general corporate purposes without shrinking the revolver. The press release says 152,479,188 shares were outstanding at Sept 30, 2010.

debt financing

On Feb 22, 2010 Ultra completed the Pennsylvania acquisition announced in December 2009, buying from NCL Appalachian Partners, L.P. and affiliates. It paid $333 million in cash for 78,221 net mineral acres in the Marcellus Shale plus a small number of producing gas wells. The $333 million is below the roughly $400 million initial price in the December agreement; the filing does not say why.

asset acquisition disposition

Ultra Resources agreed to issue $500 million of senior notes under a Second Supplement to its 2008 master agreement: $270 million issued Jan 28, 2010 and $230 million due to be issued Feb 16, 2010. Coupons run from 4.98% (due 2017) to 5.85% (due 2025). The notes rank equally with the bank facility and earlier notes, and proceeds from the first part repay bank debt and fund general corporate purposes without reducing the revolver. This is a third round of note issuance following those in 2008 and 2009.

debt financing

A subsidiary agreed on Dec 18, 2009 to buy undeveloped acreage and producing properties in Pennsylvania from a private seller for an initial price of about $400 million, subject to adjustments. Ultra put $25 million into escrow as earnest money and expects to close in late February 2010. This builds on its earlier Appalachian Basin exploration in Pennsylvania.

material agreement

On March 5, 2009 Ultra Resources issued a further $235 million of senior notes under the March 2008 master agreement: $173 million at 7.77% due 2019 and $62 million at 7.31% due 2016. They rank equally with the bank facility and are guaranteed by Ultra Petroleum and UP Energy. Proceeds repaid bank debt without shrinking the revolver, adding to the $300 million of notes issued in 2008.

debt financing

Ultra's audit committee decided on Oct 31, 2008 that its first- and second-quarter 2008 financial statements should no longer be relied on. The paperwork supporting its natural gas hedges for gas sold on the Rockies Express Pipeline did not meet the technical rules for hedge accounting, and the amended 10-Qs for both quarters have been filed. The same filing reports record Q3 2008 results: net income of $149.0 million ($0.95 per diluted share), or $122.4 million adjusted, which excludes a $40.9 million non-cash gain on contracts that did not qualify for hedge accounting. The release also says the company bought 3.3 million shares for $216.5 million in the quarter, and had $150 million drawn on its $750 million bank facility and $450 million of total debt.

financial restatement

Ultra Resources issued $300 million of senior notes under a master note purchase agreement: $200 million at 5.92% due 2018 and $100 million at 5.45% due 2015. They are guaranteed by Ultra Petroleum and UP Energy and rank equally with the bank credit facility. Proceeds will repay bank debt without reducing the size of the revolving facility, so this adds fixed-rate long-term debt alongside the 2007 credit facility.

debt financing

Ultra completed the sale of Sino-American Energy, its Bohai Bay, China holding, to SPC E&P (China) for $223 million on October 22, 2007, finishing the deal announced in September. Separately, the board elected Roger A. Brown as an independent director, serving on the Audit and Nominating and Corporate Governance Committees.

asset acquisition disposition

Ultra's subsidiary UP Energy agreed to sell Sino-American Energy, which holds all Ultra's Bohai Bay, China interests, to SPC E&P (China), a Singapore Petroleum Company subsidiary, for US$223 million, subject to adjustments and closing conditions. The press release says these were all of Ultra's international assets and about 1% of year-end 2006 proved reserves, and management said it will focus on the Pinedale field.

material agreement

ULTRA PETROLEUM CORP's securities were notified for removal from listing and registration on its exchange.

listing compliance notice

the New York Stock Exchange certified ULTRA PETROLEUM CORP's securities for listing, clearing them to begin trading.

listing compliance notice

Through a subsidiary, Ultra entered a new unsecured revolving credit facility with banks led by JP Morgan Chase, maturing April 2012, with a $500.0 million initial commitment that can grow to $750.0 million. At April 30, 2007 it had $210.0 million drawn and $290.0 million available, and said it was in compliance with its covenants. The filing also covers a press release on first-quarter 2007 results, whose figures are not in the text.

debt financing

Ultra's audit committee voted to appoint Ernst & Young as auditor for 2006 in place of KPMG, subject to shareholder approval. The filing discloses that the 2005 10-K reported material weaknesses in internal control over financial reporting, which management said it is working to fix; it states there were no disagreements with KPMG and that KPMG's reports were not adverse.

auditor change

Ultra's board approved two precedent agreements, with Rockies Express Pipeline and Entrega Gas Pipeline, for new pipelines to carry its southwestern Wyoming gas toward mid-continent and northeastern markets. Ultra Resources contracted for 200,000 MMBtu per day for 10 years once the pipelines are built (expected in stages 2007-2009), with Ultra projecting demand charges of about US$70 million per year, a figure it says may change materially. REP or Entrega can terminate if enough shipper commitments are not in place by February 28, 2006.

material agreement

Ultra's subsidiary Ultra Resources amended its bank credit agreement with a group led by JP Morgan Chase, raising the borrowing base from $500 million to $800 million. The amendment also allows the company to pay dividends and buy back its own shares, as long as total bank credit exposure stays at or below 85% of the commitment amount (and, for buybacks, there is no continuing default).

material agreement