Each one in plain English, with the numbers worked through for a shareholder.
31 Aug 2015business combination● Neutral
Ultra filed a registration statement to swap its $850 million 6.125% senior notes due 2024 (issued Sept 18, 2014 to help fund the Pinedale purchase) for identical SEC-registered notes. Terms are the same apart from removing transfer restrictions and registration rights, Ultra receives no proceeds, and the expiry date is blank. This is the exchange registration promised when the notes were issued, parallel to the 2018 notes exchange, and does not change Ultra's debt.
Ultra filed an updated illustrative pro forma statement for the full year 2014 for the SWEPI (Shell affiliate) Pinedale deal, assuming it and its financing occurred on Jan 1, 2014. Pro forma net income is $531.2 million versus $542.9 million historical, with $39.8 million of added interest; the adjusted cash payment is still stated as $983.0M, subject to further post-closing adjustments. This is a routine update of the Dec 2014 filing, with no new transaction.
Ultra filed updated illustrative pro forma figures for the nine months to Sept 30, 2014, showing what results would look like had the Shell affiliate SWEPI Pinedale deal and its financing happened on Jan 1, 2014. The pro forma net income is $319.7 million versus $333.1 million historical, with $41.6 million of added interest. It also states the rest of the cash payment beyond the $850.0M 6.125% notes was funded by revolver borrowings, which answers part of the open funding question; the adjusted payment is still $983.0M and subject to post-closing adjustments.
This is Amendment No. 2 to the registration for exchanging the $450 million 5.750% senior notes due 2018 for registered notes. The text provided repeats the same exchange offer terms (up to $450 million, no proceeds to Ultra, identical terms to the old notes) and still shows a blank expiry date, so the offer has not yet launched. The excerpt shows no new figures or business developments; any changes in the truncated portion are not visible here.
This is Amendment No. 1 to the exchange offer registration for the 5.750% notes due 2018. It only changes Item 21 of Part II (exhibits) and files certain exhibits; it makes no change to the prospectus itself. It carries no new financial or business information.
Ultra filed a registration statement to swap its $450 million 5.750% senior notes due 2018 (issued Dec 12, 2013 to fund the Uinta purchase) for identical notes registered with the SEC. Terms are the same apart from the removal of transfer restrictions and registration rights, and Ultra receives no proceeds. This is the exchange offer registration promised when the notes were issued, and it does not change Ultra's debt or shareholders' position. It covers only the 2018 notes; the 2024 notes are not mentioned in the text provided.
1 Oct 2014asset acquisition disposition● NeutralMajor
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.
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.
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.
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.
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.
12 Dec 2013asset acquisition disposition● NeutralMajor
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.
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.
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.
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.
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.
24 Feb 2010asset acquisition disposition● NeutralMajor
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.
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.
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.
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.
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.
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.
26 Oct 2007asset acquisition disposition● NeutralMajor
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.
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.
Ultra told the American Stock Exchange it plans to move its common stock listing to the New York Stock Exchange, expected to start trading there on August 3, 2007 under 'UPL', subject to NYSE approval. Management said it believes the move will bring increased visibility and decreased volatility. This is a voluntary transfer, not a compliance problem. The release describes core properties in Wyoming's Pinedale and Jonah fields, Bohai Bay oil production in China, and early exploration in Pennsylvania, with 152,167,702 shares outstanding at June 30, 2007.
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.
At the June 29, 2006 annual meeting, shareholders approved Ernst & Young as auditor for fiscal 2006 and dismissed KPMG, completing the change the audit committee started in May.
This amendment to the May auditor-change filing adds that KPMG was dismissed and gives more detail on KPMG's reports, including its finding that internal controls were not effective at December 31, 2005 because of three listed material weaknesses. It attaches KPMG's letter to the SEC dated May 31, 2006 and still reports no disagreements with KPMG.
