|
Subsequent Events
|
3 Months Ended |
|---|---|
|
Mar. 31, 2015
|
|
| Subsequent Events [Abstract] | |
| Subsequent Events |
SUBSEQUENT EVENTS
Pending Acquisition
On April 15, 2015, the Company entered into an agreement to acquire Paloma Partners III, LLC ("Paloma") for a total purchase price of approximately $301.3 million, subject to closing adjustments. Paloma holds approximately 24,000 net nonproducing acres in the Utica Shale of Ohio. This transaction is expected to close during the third quarter of 2015, subject to the satisfaction of certain closing conditions.
Equity Offering
On April 21, 2015, the Company issued 10,925,000 shares of its common stock in an underwritten public offering (which included the 1,425,000 shares sold pursuant to the option to purchase additional shares of the Company's common stock granted by the Company to, and exercised in full by, the underwriters). The net proceeds from the equity offering (including the net proceeds from the sale of the shares of common stock to the underwriters pursuant to their option to purchase additional shares) was approximately $501.9 million after underwriter discounts and commissions and estimated offering expenses. The Company used a portion of these net proceeds, together with a portion of the net proceeds from its concurrent senior notes offering, to repay all amounts outstanding at that time under its revolving credit facility and intends to use the remaining net proceeds from these offerings to fund the pending acquisition of Paloma and for general corporate purposes, including the funding of a portion of its 2015 capital development plans.
Senior Notes due 2023
On April 21, 2015, the Company issued $350.0 million in aggregate principal amount of 6.625% Senior Notes due 2023 (the “April Notes”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in accordance with Regulation S under the Securities Act (the “April Notes Offering”). The Company received net proceeds of approximately $343.6 million after initial purchaser discounts and commissions and estimated offering expenses.
The April Notes were issued under an indenture, dated as of April 21, 2015, among the Company, the subsidiary guarantors party thereto and Wells Fargo Bank, N.A., as trustee. Pursuant to the indenture relating to the April Notes, interest on the April Notes will accrue at a rate of 6.625% per annum on the outstanding principal amount thereof from April 21, 2015, payable semi-annually on May 1 and November 1 of each year, commencing on November 1, 2015. The April Notes will mature on May 1, 2023.
The April Notes are the Company’s senior unsecured obligations and rank equally in right of payment with all of the Company’s other senior indebtedness, including the Old Notes, and senior in right of payment to any of the Company’s future subordinated indebtedness. All of the Company’s existing and future restricted subsidiaries that guarantee its secured revolving credit facility or certain other debt guarantee the April Notes, provided, however, that the April Notes are not guaranteed by Grizzly Holdings, Inc. and will not be guaranteed by any of the Company’s future unrestricted subsidiaries.
In connection with the April Notes Offering, the Company and its subsidiary guarantors entered into a registration rights agreement, dated as of April 21, 2015, pursuant to which the Company agreed to file a registration statement with respect to an offer to exchange the April Notes for a new issue of substantially identical debt securities registered under the Securities Act. The Company may be required to file a shelf registration statement to cover resales of the April Notes under certain circumstances. If the Company fails to satisfy certain obligations under the registration rights agreement, it agreed to pay additional interest to the holders of the April Notes as specified in the registration rights agreement.
New Fixed Price Swaps
In April 2015, the Company entered into fixed price swaps for 1,500 barrels of oil per day at a weighted average price of $62.47 per barrel for the period from June 2015 through June 2016. For the period from October 2015 through December 2015, the Company entered into fixed price swaps for 20,000 MMBtu of natural gas per day at a weighted average price of $3.26 per MMBtu. For the period from January 2016 through December 2016, the Company entered into fixed price swaps for 40,000 MMBtu of natural gas per day at a weighted average price of $3.32 per MMBtu. For the period from January 2017 through December 2018, the Company entered into fixed price swaps for 20,000 MMBtu of natural gas per day at a weighted average price of $3.26 per MMBtu. For the period from January 2016 through December 2016, the Company entered into a swaption contract for 20,000 MMBtu of natural gas per day at a weighted average price of $3.38 per MMBtu. The Company's fixed price swap contracts are tied to the commodity prices on NYMEX and ARGUS. The Company will receive the fixed price amount stated in the contract and pay to its counterparty the current market price as listed on NYMEX or ARGUS for oil.
Amended and Restated Employment Agreement
Effective as of April 29, 2015, the Company amended and restated its existing employment agreement with Michael G. Moore, the Company’s Chief Executive Officer. The employment agreement, as amended and restated as of April 29, 2015, reflects the decision of the compensation committee of the Company’s board of directors to increase Mr. Moore’s annual base salary to $460,000 for 2015 and the determination by the compensation committee to continue to increase Mr. Moore’s annual base salary during 2016 and 2017 so as to achieve alignment between the 25th and 50th percentile of the Company’s peer group disclosed in the Company’s annual proxy statement. The amended and restated employment agreement also eliminated Mr. Moore’s right to receive a fixed annual grant of 40,000 shares of restricted stock. Instead, consistent with the recommendation of the Company’s compensation consultant and approved by the compensation committee, the amended and restated employment agreement provided that Mr. Moore is entitled to receive an award of restricted stock equal to 500% of his annual base salary on the same vesting schedule as previously provided in his employment agreement with respect to his equity awards.
|