Attached files
file | filename |
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EX-4.19 - EXHIBIT 4.19 - BRIGHAM EXPLORATION CO | c06406exv4w19.htm |
EX-4.16 - EXHIBIT 4.16 - BRIGHAM EXPLORATION CO | c06406exv4w16.htm |
EX-4.20 - EXHIBIT 4.20 - BRIGHAM EXPLORATION CO | c06406exv4w20.htm |
EX-4.18 - EXHIBIT 4.18 - BRIGHAM EXPLORATION CO | c06406exv4w18.htm |
EX-4.17 - EXHIBIT 4.17 - BRIGHAM EXPLORATION CO | c06406exv4w17.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 27, 2010
BRIGHAM EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
Delaware | 001-34224 | 75-2692967 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
6300 Bridgepoint Pkwy, Bldg. Two, Suite 500, Austin, Texas |
78730 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (512) 427-3300
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
As previously reported, on September 16, 2010, Brigham Exploration Company (the Company) and
the Companys subsidiaries (the Guarantors) entered into a purchase agreement (the Purchase
Agreement) with Credit Suisse Securities (USA) LLC and Banc of America Securities LLC, as
representatives of the initial purchasers (the Initial Purchasers), in which the Company agreed
to issue and sell $300 million aggregate principal amount of the Companys 8 3/4% Senior Notes due
2018 (the Senior Notes) to the Initial Purchasers at a purchase price of 100% of the principal
amount of the Senior Notes (the Offering). The Guarantors agreed to guarantee payment of the
Senior Notes. The closing of the sale of the Senior Notes occurred September 27, 2010.
In connection with the sale of the Senior Notes, the Company entered into the Registration
Rights Agreement, dated September 27, 2010, among the Company, the Guarantors and the Initial
Purchasers (the Registration Rights Agreement), which provides the holders of the Senior Notes
certain rights relating to the registration of the Notes under the Securities Act of 1933 (the
Securities Act). Pursuant to the Registration Rights Agreement, the Company agreed to conduct a
registered exchange offer for the Senior Notes or cause to become effective a shelf registration
statement providing for the resale of the Senior Notes. The Company is required to file an
exchange offer registration statement (the Registration Statement) on or prior to 210 days after
September 27, 2010, and use reasonable best efforts to cause such Registration Statement to become
effective within 360 days after September 27, 2010. If the exchange offer is not consummated
within 400 days after September 27, 2010, or upon the occurrence of certain other contingencies,
the Company will file a shelf registration statement to cover resales of the Senior Notes by
holders who satisfy certain conditions relating to the provision of information in connection with
the shelf registration statement. If the Company fails to comply with certain obligations under
the Registration Rights Agreement, it will be required to pay liquidated damages in the form of
additional cash interest to the holders of the Senior Notes. The Registration Rights Agreement is
attached as Exhibit 4.20 hereto and incorporated herein by reference.
In addition, the Company entered into the indenture described in Item 2.03 below. The
information in Item 2.03 of this report is incorporated herein by reference.
Also as previously reported, on September 13, 2010, the Company commenced a cash tender offer
(the Offer) for any and all of the $160 million aggregate principal amount outstanding of its 9
5/8 Senior Notes due 2014 (the Outstanding Notes) and a solicitation of consents to amend the
indenture governing the Outstanding Notes (the Outstanding
Notes Indenture).
On September 27, 2010, the Company issued a press release announcing that it had received the
requisite consents to amend the Outstanding Notes Indenture, and the Company and the Guarantors
entered into the First Supplemental Indenture, dated September 27, 2010, with Wells Fargo Bank,
National Association, as Trustee. The First Supplemental Indenture eliminated or made less
restrictive most restrictive covenants in the Outstanding Notes Indenture and shortened the
redemption notice period from 30 days to three days. The amendments contained in the First
Supplemental Indenture became operative on September 27, 2010 when the Company accepted the
tendered Outstanding Notes for payment. The First Supplemental Indenture is attached hereto as
Exhibit 4.16 and incorporated herein by reference.
Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
As previously reported, pursuant to the Purchase Agreement, the Company sold $300 million
aggregate principal amount of the Senior Notes on September 27, 2010. The Offering was conducted
in accordance with the exemptions from the registration requirements of the Securities Act afforded
by Rule 144(A) and Regulation S under the Securities Act.
The Senior Notes were issued pursuant to an indenture entered into on September 27, 2010 (the
Indenture) with Wells Fargo Bank, National Association, as trustee (the Trustee). The terms of
the Senior Notes are governed by the Indenture, which contains affirmative and negative covenants
that, among other things, limit the Companys and the Guarantors ability to incur additional debt,
pay dividends on or make other distributions on stock, purchase or redeem stock or subordinated
indebtedness, make investments, create liens, enter into transactions with affiliates, sell assets
and merge with or into other companies or transfer substantially all
of its assets. The Indenture
also contains customary events of default. Upon the occurrence of certain events of default, the
Trustee or the holders of the Senior Notes may declare all outstanding Senior Notes to be due and
payable immediately.
The Company will pay interest on the Senior Notes April 1 and October 1 of each year,
beginning April 1, 2011. The Senior Notes will mature on October 1, 2018.
The Senior Notes will be redeemable, in whole or in part, on or after October 1, 2014 at the
redemption prices set forth in the Indenture. The Company may redeem up to 35% of the Senior Notes
before October 1, 2013 with the net cash proceeds from certain equity offerings. Additionally, the
Company may redeem some or all of the Senior Notes prior to October 1, 2014 at a price equal to
100% of the principal amount of the Senior Notes plus a make-whole premium. If a change of control
occurs, the Company may be required to offer to repurchase the Senior Notes at a price of 101% of
the principal amount of the Senior Notes, plus accrued interest.
With certain limited exceptions, the Senior Notes will be guaranteed by all of the Companys
existing and future domestic subsidiaries. The Senior Notes and the guarantees will be the
Companys general, unsecured obligations and will rank equally in right of payment with the
Companys existing and future senior indebtedness, rank senior to all of the Companys future
subordinated indebtedness and be effectively junior in right of payment to all of the Companys and
the Guarantors existing and future secured indebtedness.
The Indenture and the Rule 144A and Regulation S Senior Notes with the Notation of Guarantee
are attached as Exhibits 4.17, 4.18 and 4.19, respectively, and incorporated herein by reference.
Item 8.01 Other Events
On September 27, 2010, the Company issued a press release announcing that as of 5:00 p.m., New
York City time, on September 24, 2010, which was the deadline for holders to tender their
Outstanding Notes in order to receive the total consideration (which includes the consent payment
of $30 per $1,000 principal amount of Outstanding Notes) in connection with the Offer, tenders and
consents had been received from holders of $154,376,000 in aggregate principal amount of the
Outstanding Notes, representing 96.49% of the Outstanding Notes. From the net proceeds of the sale
of the Senior Notes, the Company paid an aggregate of $168,429,576.28 to tendering holders of
Outstanding Notes in payment of the tender offer consideration, accrued interest and consent
payment due on the tendered Outstanding Notes.
On September 27, 2010, the Company called for redemption on October 8, 2010 the $5,624,000
aggregate principal amount of Outstanding Notes that remain outstanding at a redemption price of
$1,048.13 per $1,000 principal amount of the Outstanding Notes, plus accrued and unpaid interest on
the Outstanding Notes to, but not including, the redemption date.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are filed as part of this current report on Form 8-K.
4.16 | First Supplemental Indenture, dated September 27, 2010, among the Company,
the Guarantors and Wells Fargo Bank, National Association, as Trustee |
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4.17 | Indenture, dated September 27, 2010, among the Company, the Guarantors and
Wells Fargo Bank, National Association, as Trustee |
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4.18 | Rule 144A 8 3/4% Senior Note due 2018 and Notation of Guarantee |
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4.19 | Regulation S 8 3/4% Senior Note due 2018 and Notation of Guarantee |
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4.20 | Registration Rights Agreement, dated September 27, 2010, among the Company,
the Guarantors and the Initial Purchasers |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BRIGHAM EXPLORATION COMPANY |
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Date: September 30, 2010 | By: | /s/ EUGENE B. SHEPHERD, JR. | ||
Name: | Eugene B. Shepherd, Jr. | |||
Title: | Executive Vice President & Chief Financial Officer |
INDEX TO EXHIBITS
4.16 | First Supplemental Indenture, dated September 27, 2010, among the Company, the
Guarantors and Wells Fargo Bank, National Association, as Trustee |
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4.17 | Indenture, dated September 27, 2010, among the Company, the Guarantors and Wells Fargo
Bank, National Association, as Trustee |
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4.18 | Rule 144A 8 3/4% Senior Note due 2018 and Notation of Guarantee |
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4.19 | Regulation S 8 3/4% Senior Note due 2018 and Notation of Guarantee |
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4.20 | Registration Rights Agreement, dated September 27, 2010, among the Company, the
Guarantors and the Initial Purchasers. |