Attached files
file | filename |
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8-K/A - AMENDMENT NO.1 TO FORM 8-K - SABINE OIL & GAS CORP | d841174d8ka.htm |
EX-23.2 - EX-23.2 - SABINE OIL & GAS CORP | d841174dex232.htm |
EX-23.1 - EX-23.1 - SABINE OIL & GAS CORP | d841174dex231.htm |
EX-99.3 - EX-99.3 - SABINE OIL & GAS CORP | d841174dex993.htm |
EX-99.1 - EX-99.1 - SABINE OIL & GAS CORP | d841174dex991.htm |
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED FINANCIAL STATEMENTS
Introduction
On December 16, 2014, Forest Oil Corporation (Old Forest), Sabine Investor Holdings LLC, a Delaware limited liability company (Sabine Investor Holdings), FR XI Onshore AIV, LLC, a Delaware limited liability company (AIV Holdings), Sabine Oil & Gas Holdings LLC, a Delaware limited liability company (Sabine Holdings), Sabine Oil & Gas Holdings II LLC, a Delaware limited liability company (Sabine Holdings II) and Sabine Oil & Gas LLC (Sabine) entered into Amendment No. 1 (Amendment No. 1) to the Amended and Restated Agreement and Plan of Merger, dated as of May 5, 2014, and amended and restated as of July 9, 2014 (the Original Merger Agreement and the Original Merger Agreement as amended by Amendment No. 1, the Amended Merger Agreement).
Pursuant to the terms of the Original Merger Agreement, Sabine Investor Holdings agreed to contribute all of its equity interests in Sabine Holdings, and AIV Holdings agreed to contribute all of the equity interests in two other holding companies, FR NFR Holdings, Inc. and FR NFR, PI, Inc., to Old Forest, with Sabine Holdings becoming a wholly owned subsidiary of Old Forest (the Contribution). Pursuant to the terms of Amendment No. 1, the consideration payable to Sabine Investor Holdings and AIV Holdings in connection with the Contribution was modified such that upon the consummation of the Contribution, Sabine Investor Holdings and AIV Holdings received 59,941,540 and 19,300,376 shares of Old Forest common stock (the Common Shares), respectively, and 1,897,860 and 611,085 shares of Old Forest Series A senior non-voting equity equivalent preferred stock (the Series A Preferred Shares)(convertible into an aggregate 250,894,494 Common Shares), collectively representing approximately a 73.5% economic interest in Old Forest and 40% of the total voting power in Old Forest. Holders of Common Shares immediately prior to the closing of the Combination continued to hold their Common Shares following the closing of the Transactions (the Closing), which immediately following the Closing represented approximately a 26.5% economic interest in Old Forest and 60% of the total voting power in Old Forest. Immediately following the Closing, AIV Holdings contributed all of the Common Shares and Series A Preferred Shares it received in the Contribution to Sabine Investor Holdings. Together, these transactions are referred to as the Combination.
The Series A Preferred Shares are convertible into Common Shares at the option of Sabine Investor Holdings if (1) Sabine Investor Holdings is able to convert a portion of the Series A Preferred Shares into Common Shares and, as a result of such conversion, would not, together with affiliates, hold more than 50% of the combined company (the Company)s voting power and (2) the Companys board of directors approves such conversion (such approval not to be unreasonably withheld). In addition, Series A Preferred Shares will convert automatically if Sabine Investor Holdings transfers such shares to a third party and such third party would not, together with its affiliates, hold more than 50%of the Companys voting power upon receipt of such shares as voting securities.
The following unaudited pro forma condensed consolidated combined financial statements present the combination of the historical consolidated financial statements of Sabine O&G and Old Forest adjusted to give effect to the Combination as well as certain dispositions of assets by each of Sabine O&G and Old Forest during the periods presented. The unaudited pro forma condensed consolidated combined statements of operations for the nine months ended September 30, 2014 and for the year ended December 31, 2013 combine the historical consolidated statements of operations of Sabine O&G and the historical consolidated statements of operations of Old Forest, giving effect to the applicable dispositions and the Combination as if they had been consummated on January 1, 2013, the beginning of the earliest period presented. The unaudited pro forma condensed consolidated combined balance sheet combines the historical consolidated balance sheet of Sabine O&G and the historical condensed consolidated balance sheet of Old Forest as of September 30, 2014, giving effect to the Combination as if it had been consummated on September 30, 2014. The historical consolidated financial statements of Old Forest have been adjusted to reflect certain reclassifications in order to conform to Sabine O&Gs consolidated financial statement presentation.
The unaudited pro forma condensed consolidated combined financial statements were prepared using the acquisition method of accounting with Sabine O&G considered the predecessor of the Company or the acquirer of Old Forest in the Combination. Under the acquisition method of accounting, the purchase price is allocated to the underlying Forest assets acquired and liabilities assumed based on their respective fair market values with any excess purchase price allocated to goodwill.
1
Management performed an estimation of fair values of Old Forests assets and liabilities as of December 16, 2014. The value of the consideration given by Sabine Investor Holdings and AIV Holdings upon the consummation of the Combination was determined based on the closing price of Old Forests common shares on the closing date of the Combination. The preliminary estimated fair value of Old Forests assets and liabilities is based on discussions with Old Forests management, preliminary valuation studies, due diligence, and information presented in Old Forests public filings, the most significant assumptions related to the estimated fair values assigned to oil and gas properties. As additional information becomes available and as additional analyses are performed, adjustments may be necessary which may include adjustments to confirm Old Forests accounting policies to Sabine O&Gs accounting policies. Any increases or decreases in the fair value of relevant balance sheet amounts will result in adjustments to the pro forma balance sheet and/or statements of operations. The final purchase price allocation may be different than that reflected in the pro forma purchase price allocation presented herein, and this difference may be material.
The preliminary pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed consolidated combined financial statements presented below.
Assumptions and estimates underlying the unaudited adjustments to the pro forma condensed consolidated combined financial statements (the pro forma adjustments) are described in the accompanying notes. The historical consolidated financial statements have been adjusted in the pro forma condensed consolidated combined financial statements to give effect to pro forma events that are: (1) directly attributable to the Combination; (2) factually supportable; and (3) with respect to the pro forma statements of operations, expected to have a continuing impact on the combined results of Sabine O&G and Old Forest following the Combination. The unaudited pro forma condensed consolidated combined financial statements have been presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been achieved had the Combination occurred on the dates indicated. Further, the unaudited pro forma condensed consolidated combined financial statements do not purport to project the future operating results or financial position of the combined company following the Combination.
The unaudited pro forma condensed consolidated combined financial statements, although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, do not reflect the benefits of expected cost savings (or associated costs to achieve such savings), opportunities to earn additional revenue, or other factors that may result as a consequence of the Combination and, accordingly, do not attempt to predict or suggest future results. Specifically, the unaudited pro forma condensed consolidated combined statements of operations exclude projected operating efficiencies and synergies expected to be achieved as a result of the Combination. The unaudited pro forma condensed consolidated combined financial statements also exclude the effects of costs associated with any restructuring or integration activities or asset dispositions resulting from the Combination, as they are currently not known, and to the extent they occur, are expected to be non-recurring and will not have been incurred at the closing date of the Combination. However, such costs could affect the combined company following the Combination in the period the costs are incurred or recorded. Further, the unaudited pro forma condensed consolidated combined financial statements do not reflect the effect of any regulatory actions that may affect the results of the combined company following the Combination.
The unaudited pro forma condensed consolidated combined financial statements have been developed from and should be read in conjunction with:
| the accompanying notes to the unaudited pro forma condensed consolidated combined financial statements; |
| the historical audited consolidated financial statements of Sabine O&G for the year ended December 31, 2013 disclosed in this current report; |
| the historical unaudited consolidated financial statements of Sabine O&G as of and for the nine months ended September 30, 2014, disclosed in this current report; |
| the historical audited consolidated financial statements of Old Forest as of and for the year ended December 31, 2013, disclosed in Annex B to Schedule 14A for Forest Oil Corporation filed with the Securities and Exchange Commission (SEC) on October 20, 2014; |
| the historical unaudited condensed consolidated financial statements of Old Forest as of and for the nine months ended September 30, 2014, disclosed in Annex B to Schedule 14A for Forest Oil Corporation filed with the SEC on October 20, 2014; and |
| other information relating to Sabine O&G and Old Forest contained in this current report and in Annex B to Schedule 14A for Forest Oil Corporation filed with the SEC on October 20, 2014. |
2
SABINE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
COMBINED STATEMENT OF OPERATIONS
(In Thousands, Except Per Share Amounts)
Nine Months Ended September 30, 2014 | ||||||||||||||||||||||||
Sabine O&G Predecessor Historical |
Sabine O&G Divestiture Adjustments (a) |
Old Forest Historical |
Old Forest Divestiture Adjustments (b) |
Pro Forma Adjustments |
Pro Forma As Adjusted |
|||||||||||||||||||
Revenues: |
||||||||||||||||||||||||
Oil, natural gas, and natural gas liquids |
$ | 355,401 | $ | | $ | 186,616 | $ | (25,158 | ) | $ | | $ | 516,859 | |||||||||||
Other |
1,145 | | 1,068 | | | 2,213 | ||||||||||||||||||
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Total revenues |
356,546 | | 187,684 | (25,158 | ) | | 519,072 | |||||||||||||||||
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Costs, expenses, and other: |
||||||||||||||||||||||||
Lease operating expenses |
34,662 | | 43,254 | (4,233 | ) | | 73,683 | |||||||||||||||||
Marketing, gathering, transportation and other |
17,091 | | 7,122 | (1,456 | ) | | 22,757 | |||||||||||||||||
Production and ad valorem taxes |
15,579 | | 7,231 | (1,326 | ) | | 21,484 | |||||||||||||||||
General administrative expenses |
20,584 | | 22,451 | (1,357 | ) | | 41,678 | |||||||||||||||||
Depletion, depreciation, and amortization |
142,995 | | 62,639 | (12,502 | ) | | 193,132 | |||||||||||||||||
Impairment |
1,659 | | 204,621 | | | 206,280 | ||||||||||||||||||
Interest expense |
80,383 | | 47,631 | (56 | ) | | 127,958 | |||||||||||||||||
Realized and unrealized losses on derivatives instruments, net |
1,611 | | 353 | | | 1,964 | ||||||||||||||||||
Other, net |
11,001 | | 4,356 | 17,959 | (20,157 | )(j) | 13,159 | |||||||||||||||||
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Total costs, expenses, and other |
325,565 | | 399,658 | (2,971 | ) | (20,157 | ) | 702,095 | ||||||||||||||||
Loss before income taxes |
30,981 | | (211,974 | ) | (22,187 | ) | 20,157 | (183,023 | ) | |||||||||||||||
Income tax (benefit) expense |
| | (2,405 | ) | (8,022 | ) | 2,259 | (d) | (146 | ) | ||||||||||||||
8,022 | (b) | |||||||||||||||||||||||
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Net Income / (loss) |
$ | 30,981 | $ | | $ | (209,569 | ) | $ | (22,187 | ) | $ | 17,898 | $ | (182,877 | ) | |||||||||
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Basic loss per common share |
$ | | $ | | $ | (1.79 | ) | $ | (0.19 | ) | $ | | $ | (0.92 | )(i) | |||||||||
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Diluted loss per common share |
$ | | $ | | $ | (1.79 | ) | $ | (0.19 | ) | $ | | $ | (0.92 | )(i) | |||||||||
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Weighted Average Shares Outstanding: |
||||||||||||||||||||||||
Basic |
| | 117,113 | 117,113 | | 199,290 | (i) | |||||||||||||||||
Diluted |
| | 117,113 | 117,113 | | 199,290 | (i) |
The accompanying notes are an integral part of, and should be read together with,
this unaudited pro forma condensed combined financial information.
3
SABINE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
COMBINED STATEMENT OF OPERATIONS
(In Thousands, Except Share Amounts)
Year Ended December 31, 2013 | ||||||||||||||||||||||||
Sabine O&G Predecessor Historical |
Sabine O&G Divestiture Adjustments (a) |
Old Forest Historical |
Old Forest Divestiture Adjustments (b) |
Pro Forma Adjustments |
Pro Forma As Adjusted |
|||||||||||||||||||
Revenues: |
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Oil, natural gas, and natural gas liquids |
$ | 354,223 | $ | (52,083 | ) | $ | 441,341 | $ | (226,398 | ) | $ | | $ | 517,083 | ||||||||||
Other |
755 | | 331 | | | 1,086 | ||||||||||||||||||
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Total revenues |
354,978 | (52,083 | ) | 441,672 | (226,398 | ) | | 518,169 | ||||||||||||||||
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Costs, expenses, and other: |
||||||||||||||||||||||||
Lease operating expenses |
42,491 | (4,081 | ) | 76,675 | (35,142 | ) | | 79,943 | ||||||||||||||||
Marketing, gathering, transportation and other |
17,567 | (2,132 | ) | 11,895 | (2,547 | ) | | 24,783 | ||||||||||||||||
Production and ad valorem taxes |
17,824 | (4,108 | ) | 14,857 | (5,569 | ) | | 23,004 | ||||||||||||||||
General administrative expenses |
27,469 | | 54,826 | (18,498 | ) | | 63,797 | |||||||||||||||||
Depletion, depreciation, and amortization |
137,068 | (17,009 | ) | 171,557 | (94,432 | ) | | 197,184 | ||||||||||||||||
Ceiling test write-down of oil and natural gas properties |
| | 57,636 | | | 57,636 | ||||||||||||||||||
Interest expense |
99,471 | (4,162 | ) | 119,829 | (53,684 | ) | | 161,454 | ||||||||||||||||
Realized and unrealized losses on derivatives instruments, net |
(814 | ) | | 3,786 | | | 2,972 | |||||||||||||||||
Other, net |
3,325 | (124 | ) | (142,606 | ) | 142,637 | | (j) | 3,232 | |||||||||||||||
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Total costs, expenses, and other |
344,401 | (31,616 | ) | 368,455 | (67,235 | ) | | 614,005 | ||||||||||||||||
Income (loss) before income taxes |
10,577 | (20,467 | ) | 73,217 | (159,163 | ) | | (95,836 | ) | |||||||||||||||
Income tax (benefit) expense |
| | (707 | ) | (57,522 | ) | 3,267 | (d) | 2,560 | |||||||||||||||
57,522 | (b) | |||||||||||||||||||||||
Net Income / (loss) |
$ | 10,577 | $ | (20,467 | ) | $ | 73,924 | $ | (159,163 | ) | $ | (3,267 | ) | $ | (98,396 | ) | ||||||||
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Basic earnings per common share |
$ | | $ | | $ | 0.62 | $ | (1.37 | ) | $ | | $ | (0.49 | )(i) | ||||||||||
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Diluted earnings per common share |
$ | | $ | | $ | 0.62 | $ | (1.37 | ) | $ | | $ | (0.49 | )(i) | ||||||||||
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Weighted Average Shares Outstanding: |
||||||||||||||||||||||||
Basic |
| | 116,125 | 116,125 | | 199,290 | (i) | |||||||||||||||||
Diluted |
| | 116,125 | 116,125 | | 199,290 | (i) |
The accompanying notes are an integral part of, and should be read together with,
this unaudited pro forma condensed combined financial information.
4
SABINE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
COMBINED BALANCE SHEET
(In Thousands)
As of September 30, 2014 | ||||||||||||||||||||
Sabine O&G Predecessor Historical |
Old Forest Historical |
Old Forest Divestiture Adjustments (b) |
Pro Forma Adjustments (c) |
Pro Forma As Adjusted |
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Assets: |
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Current assets: |
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Cash and cash equivalents |
$ | 5,774 | $ | 823 | $ | 184,222 | $ | | $ | 190,819 | ||||||||||
Account receivable, net |
96,245 | 38,306 | | | 134,551 | |||||||||||||||
Prepaid expenses and other current assets |
3,938 | 6,203 | (4 | ) | (107 | )(e) | 10,030 | |||||||||||||
Deferred income taxes |
| | | | | |||||||||||||||
Derivative instruments |
12,819 | 8,033 | | | 20,852 | |||||||||||||||
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Total current assets |
118,776 | 53,365 | 184,218 | (107 | ) | 356,252 | ||||||||||||||
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Property, plant, and equipment: |
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Oil and natural gas properties (full cost method) |
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Proved, net of accumulated depletion of $2,190,113 and $8,722,987 |
1,535,352 | 663,853 | (207,475 | ) | (385,315 | )(e) | 1,606,415 | |||||||||||||
Unproved |
170,220 | 46,840 | (6,720 | ) | 97,525 | (e) | 307,865 | |||||||||||||
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Net oil and natural gas properties |
1,705,572 | 710,693 | (214,195 | ) | (287,790 | ) | 1,914,280 | |||||||||||||
Other property and equipment, net of accumulated depreciation and amortization of $11,538 and $45,892 |
15,921 | 6,199 | (124 | ) | | 21,996 | ||||||||||||||
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Total property, plant, and equipment |
1,721,493 | 716,892 | (214,319 | ) | (287,790 | ) | 1,936,276 | |||||||||||||
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Other assets: |
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Derivatives instruments |
1,422 | 1,134 | | | 2,556 | |||||||||||||||
Deferred income taxes |
| 3,203 | | 3,125 | (f) | 6,328 | ||||||||||||||
Goodwill |
173,547 | 134,434 | (30,920 | ) | 63,996 | (e) | 341,057 | |||||||||||||
Other long term assets |
19,631 | 18,457 | (1,748 | ) | (9,164 | )(e) | 27,176 | |||||||||||||
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Total other assets |
194,600 | 157,228 | (32,668 | ) | 57,957 | 377,117 | ||||||||||||||
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Total assets |
$ | 2,034,869 | $ | 927,485 | $ | (62,769 | ) | $ | (229,940 | ) | $ | 2,669,645 | ||||||||
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Liabilities and members capital/shareholders equity: |
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Current liabilities: |
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Accounts payable and accrued liabilities |
$ | 193,863 | $ | 157,672 | $ | (1,146 | ) | $ | 21,577 | (e)(g) | $ | 371,966 | ||||||||
Accrued interest |
15,364 | 13,244 | | | 28,608 | |||||||||||||||
Derivatives instruments |
5,293 | 563 | | | 5,856 | |||||||||||||||
Deferred income taxes |
| 3,203 | | 8,650 | (f) | 11,853 | ||||||||||||||
Other short-term obligations |
44 | 4,976 | (115 | ) | (388 | )(e) | 4,517 | |||||||||||||
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Total current liabilities |
214,564 | 179,658 | (1,261 | ) | 29,839 | 422,800 | ||||||||||||||
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Long-term liabilities: |
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Long-term debt |
1,569,016 | 813,155 | | (418,295 | )(e) | 1,963,876 | ||||||||||||||
Asset retirement obligation |
14,872 | 20,487 | (3,514 | ) | | 31,845 | ||||||||||||||
Derivatives instruments |
3,899 | 601 | | | 4,500 | |||||||||||||||
Deferred income taxes |
| | | | (f) | | ||||||||||||||
Other long-term obligations |
527 | 61,620 | (1,649 | ) | (1,371 | )(e) | 59,127 | |||||||||||||
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Total long-term liabilities |
1,588,314 | 895,863 | (5,163 | ) | (419,666 | ) | 2,059,348 | |||||||||||||
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Members capital/shareholders equity: |
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Sabine members capital |
1,523,008 | | | (1,523,008 | )(h) | | ||||||||||||||
Forest common stock, 119,369,323 shares issued and outstanding |
| 11,937 | | 7,879 | (h) | 19,816 | ||||||||||||||
Forest preferred stock (pro forma) |
| | | 24,948 | (h) | 24,948 | ||||||||||||||
Forest capital surplus |
| 2,560,353 | | (904,760 | )(e)(g)(h) | 1,655,593 | ||||||||||||||
Retained deficit |
(1,291,017 | ) | (2,711,639 | ) | (56,345 | ) | 2,546,141 | (f)(g)(h) | (1,512,860 | ) | ||||||||||
Accumulated other comprehensive loss |
| (8,687 | ) | | 8,687 | (h) | | |||||||||||||
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Total members capital/shareholders equity |
231,991 | (148,036 | ) | (56,345 | ) | 159,887 | 187,497 | |||||||||||||
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Total liabilities and members capital/shareholders equity |
$ | 2,034,869 | $ | 927,485 | $ | (62,769 | ) | $ | (229,940 | ) | $ | 2,669,645 | ||||||||
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The accompanying notes are an integral part of, and should be read together with,
this unaudited pro forma condensed combined financial information.
5
NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED COMBINED
FINANCIAL STATEMENTS
1. | Basis of Pro Forma Presentation |
Overview
The pro forma financial statements have been prepared assuming the Combination is accounted for using the acquisition method of accounting with Sabine O&G as the acquiring entity. Under acquisition accounting, Sabine O&Gs assets and liabilities will retain their carrying values and Old Forests assets and liabilities will be recorded at their fair values measured as of the acquisition date. The preliminary estimated fair value of Old Forests assets and liabilities approximates the preliminary estimated purchase price. The pro forma adjustments have been prepared as if the Combination had taken place on September 30, 2014 in the case of the pro forma balance sheet and on January 1, 2013 in the case of the pro forma statements of operations. The Combination and adjustments are described in Note 2. Divestiture and Pro Forma Adjustments and Assumptions to these unaudited pro forma condensed consolidated combined financial statements.
The unaudited pro forma condensed consolidated combined financial statements should be read in conjunction with (i) Sabine O&Gs (as predecessor) historical consolidated financial statements and related notes for the year ended December 31, 2013 and for the nine months ended September 30, 2014 and (ii) Old Forests historical consolidated financial statements and related notes for the year ended December 31, 2013 and for the nine months ended September 30, 2014.
Certain reclassifications have been made to reflect comparability of financial information. However, the pro forma condensed consolidated combined financial statements may not reflect all adjustments necessary to conform the accounting policies of Old Forest to those of Sabine O&G due to limitations on the availability of information as of the date of this current report. The pro forma adjustments represent managements estimates based on information available as of the date of this document and are subject to change as additional information becomes available and additional analyses are performed. The pro forma financial statements do not reflect the impact of possible revenue or earnings enhancements, cost savings from operating efficiencies or synergies, or asset dispositions. Also, the pro forma financial statements do not reflect possible adjustments related to restructuring or integration activities that have yet to be determined or transaction or other costs following the Combination that are not expected to have a continuing impact. Further, one-time transaction-related expenses anticipated to be incurred prior to, or concurrent with, closing the Combination are not included in the pro forma statements of operations.
Purchase Price
The following table summarizes the deemed purchase price (in thousands, except per share data) paid by Sabine O&G for Old Forest:
Common stock outstanding at Combination |
120,048 | |||
Common stock price (1) |
$ | 0.34 | ||
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|||
Common stock value |
$ | 40,816 | ||
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Consideration |
$ | 40,816 | ||
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(1) | The purchase price is based on the fair value of the issued and outstanding Old Forest common shares as of the closing date. The estimated fair value of the Sabine common shares is based on the closing price as of December 16, 2014. |
Purchase Price Allocation
The unaudited pro forma condensed consolidated combined financial statements were prepared using the acquisition method of accounting with Sabine O&G considered the acquirer or predecessor. Under the acquisition method of accounting, tangible and identifiable assets acquired and liabilities assumed are recorded at their estimated fair values. The excess of the purchase price over the preliminary estimated fair values of net assets acquired is recorded as goodwill. As additional information becomes available and as additional analyses are performed, adjustments may be necessary. Any increases or decreases in the fair value of relevant balance sheet amounts will result in adjustments to the pro forma balance sheet and/or statements of operations. The final purchase price allocation may be different than that reflected in the pro forma purchase price allocation presented herein, and this difference may be material.
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The following table summarizes allocation of the preliminary estimate of the purchase price to the assets acquired and liabilities assumed (in thousands):
Old Forest fair values (1): |
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Current assets |
$ | 53,258 | ||
O&G property, plant and equipment, net |
422,903 | |||
Other PPE, net |
6,199 | |||
Other long-term assets |
10,427 | |||
Goodwill |
198,430 | |||
Current liabilities |
(174,204 | ) | ||
Long-term debt |
(394,860 | ) | ||
Deferred income taxes |
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Other long-term liabilities |
(81,337 | ) | ||
Total consideration and fair value |
$ | 40,816 |
(1) | The fair value of the proved and unproved oil and gas properties is based on an income (risk adjusted reserve engineering) approach. Other fair value adjustments were made to Old Forests assets and liabilities, as appropriate. A change in the estimated fair value of Old Forests assets and liabilities would increase or decrease the amount of goodwill recognized from the Combination by the same amount. |
2. | Divestiture and Pro Forma Adjustments and Assumptions |
The accompanying unaudited pro forma condensed consolidated combined financial statements give pro forma effect to the following:
(a) Sabine O&G Divestiture Adjustments reflect the pro forma impact of the sale of interests in certain oil and natural gas properties in the Texas Panhandle and surrounding Oklahoma area by Sabine O&G on December 18, 2013 as if the sale had been consummated on January 1, 2013.
(b) Old Forest Divestiture Adjustments reflect the pro forma impact of the sale of oil and natural gas properties in the Texas Panhandle in November 2013, in South Texas in February 2013, and in Arkoma in December 2014 by Old Forest as if these sales had been consummated on January 1, 2013. Additional notation is referenced to adjust income tax expense to give effect to the change in the valuation allowance that would have been required or associated with the effects of the pro forma adjustments at statutory rates. As discussed in Old Forests Annual and Quarterly Reports on Forms 10-K/A and 10-Q/A for the periods ended December 31, 2013 and September 30, 2014, respectively, Old Forest has placed a full valuation allowance against its deferred tax assets.
(c) Adjustments to reflect Old Forests assets and liabilities at their estimated fair values as discussed in Note 1. Purchase Price Allocation as well as other pro forma adjustments discussed herein.
(d) Adjustment to reflect the impact on deferred taxes and the estimated income tax effect on the pro forma adjustments described herein using a blended federal and state statutory income tax rate of 36%. A full valuation allowance is recorded to reduce the combined deferred tax asset balance. Based upon all available evidence, it is more likely than not that the deferred tax assets will not be realized. The income tax expense of $3,267 for the year ended December 31, 2013 and income tax expense of $2,259 for the nine months ended September 30, 2014 relate to deferred taxes for goodwill.
(e) Adjustments necessary to reflect assets and liabilities at their estimated fair values as discussed in Note 1. Preliminary Estimated Purchase Price Allocation.
(f) Adjustments reflect the accounting for the income tax effects of the purchase accounting adjustments. A full valuation allowance is recorded against the combined net deferred tax asset balance. In addition, adjustments were recorded on the balance sheet to account for the federal and state deferred tax impact of Sabines cumulative temporary differences resulting from the change in tax status which will be recognized through income tax expense during the period of the change. The change in tax status is not reflected in the pro forma statement of operations. In connection with the Combination, Sabine O&Gs historical owners contributed entities that were under common control into Old Forest. As a result, tax loss carry forwards of $270 million will be accounted for through equity which will be offset with a corresponding valuation allowance recorded through equity. Adjustments were recorded to account for the valuation allowance on the net deferred tax asset
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of the combined deferred taxes of Sabine O&G and Old Forest excluding the deferred tax liability related to indefinite lived intangibles of $5.5 million, which is not considered when assessing the valuation allowance on the combined deferred taxes of Sabine O&G and Old Forest.
(g) Adjustments to accrued liabilities include estimated remaining transaction costs totaling $23.4 million yet to be incurred and paid which are offset as an adjustment to capital surplus. Additionally, certain of Old Forests unvested stock-based compensation awards vested upon the consummation of the Combination and settled in cash. These Phantom Stock Units were liability based awards that had been accrued with a value of approximately $0.4 million in current liabilities and $0.2 million in long-term liabilities based on amounts recorded in Old Forests September 30, 2014 trial balance. These accruals have been removed within adjustment (e) recorded to reflect Old Forest assets and liabilities at their fair values.
(h) To eliminate the historical Members capital of Sabine O&G, Capital surplus and accumulated other comprehensive income of Old Forest and to recognize the additional $7.9 million related to common stock and $24.9 million related to preferred stock, each issued in the aggregate to Sabine Investor Holdings and AIV Holdings and Capital surplus as a result of the purchase accounting.
(i) To reflect adjustments to basic and diluted earnings per share data based on an estimated 199 million weighted average basic and diluted Sabine common shares outstanding upon consummation of the Combination. The 251 million shares of Series A non-voting equity-equivalent preferred shares were not included in the calculations of diluted earnings per share as their inclusion would have an antidilutive effect.
(j) Adjustment to exclude transaction costs recognized in the current period.
3. | Pro Forma Supplemental Oil and Natural Gas Disclosures |
The following schedules reflect Sabine O&Gs and Old Forests combined supplemental information regarding oil and natural gas producing activities, giving effect to the merger as if it had taken place on January 1, 2013. The following estimates of proved oil and natural gas reserves, both developed and undeveloped, represent combined estimated quantities of crude oil and natural gas which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed oil and gas reserves are the quantities expected to be recovered through existing wells with existing equipment and operating methods. Proved undeveloped oil and gas reserves are reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells for which relatively minor expenditures are required for completion.
Disclosures of oil and natural gas reserves which follow are based on estimates as of December 31, 2013 in accordance with guidelines established by the SEC. Such estimates are subject to numerous uncertainties inherent in the estimation of quantities of proved reserves and in the projection of future rates of production and the timing of development expenditures. These estimates do not include probable and possible reserves. The information provided does not necessarily represent the combined companies estimate of expected future cash flows or value of proved oil and natural gas reserves.
Changes in estimated reserve quantities:
Sabine O&G | Old Forest | Combined | ||||||||||||||||||||||||||||||||||||||||||||||
Oil (Mbbls) |
NGLS (Mbbls) |
Natural Gas (Bcf) |
Natural Gas Equivalents (Bcfe) |
Oil (Mbbls) |
NGLS (Mbbls) |
Natural Gas (Bcf) |
Natural Gas Equivalents (Bcfe) |
Oil (Mbbls) |
NGLS (Mbbls) |
Natural Gas (Bcf) |
Natural Gas Equivalents (Bcfe) |
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Estimated Proved Reserves |
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Balance at December 31, 2012 |
16.0 | 29.4 | 709.0 | 980.8 | 33.7 | 41.3 | 912.8 | 1,362.6 | 49.7 | 70.7 | 1,621.8 | 2,343.4 | ||||||||||||||||||||||||||||||||||||
Revision of previous estimates |
0.1 | | (58.3 | ) | (57.4 | ) | (3.4 | ) | (2.0 | ) | 22.0 | (10.2 | ) | (3.3 | ) | (2.0 | ) | (36.3 | ) | (67.6 | ) | |||||||||||||||||||||||||||
Extensions and discoveries |
6.9 | 5.4 | 73.7 | 147.5 | 11.6 | 4.6 | 51.1 | 148.4 | 18.5 | 10.0 | 124.8 | 295.9 | ||||||||||||||||||||||||||||||||||||
Production (1) |
(1.4 | ) | (1.8 | ) | (44.0 | ) | (63.4 | ) | (2.3 | ) | (2.5 | ) | (46.7 | ) | (75.4 | ) | (3.7 | ) | (4.3 | ) | (90.7 | ) | (138.8 | ) | ||||||||||||||||||||||||
Sale of minerals in Place |
(4.7 | ) | (8.0 | ) | (92.1 | ) | (168.2 | ) | (23.0 | ) | (29.7 | ) | (494.7 | ) | (800.5 | ) | (27.7 | ) | (37.7 | ) | (576.8 | ) | (968.7 | ) | ||||||||||||||||||||||||
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Balance at December 31, 2013 |
16.9 | 25.0 | 588.3 | 839.3 | 16.7 | 11.7 | 454.6 | 624.9 | 33.6 | 36.7 | 1,042.9 | 1,464.2 | ||||||||||||||||||||||||||||||||||||
Estimated Proved Developed Reserves |
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December 31, 2012 |
3.8 | 10.3 | 415.0 | 499.2 | 12.3 | 25.5 | 710.3 | 937.3 | 16.1 | 35.8 | 1,125.3 | 1,436.5 | ||||||||||||||||||||||||||||||||||||
December 31, 2013 |
6.0 | 11.6 | 360.6 | 466.1 | 6.2 | 6.9 | 336.3 | 414.4 | 12.2 | 18.5 | 696.9 | 880.5 |
The following table sets forth unaudited pro forma supplemental oil and natural gas disclosures concerning the combined companies discounted future net cash flows from proved oil and natural gas reserves as of December 31, 2013, net of income tax expense, and giving effect to the merger as if it had taken place on January 1, 2013. Income tax expense has been computed using assumptions relating to the future tax rates and the permanent differences and credits under the tax laws relating to oil and natural gas activities as of December 31, 2013. Cash flows relating to Old Forest are based on Old Forests evaluation of reserves. Future income tax expense on the combined companies properties was calculated based on the combined companies estimated tax rate after giving effect to the pro forma transactions.
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Standardized measure of discounted future net cash flows from estimated production of proved oil and natural gas reserves (in thousands) as of December 31, 2013:
Sabine O&G | Old Forest | Pro Forma Adjustments (1) |
Combined | |||||||||||||
Future cash inflows |
4,667,459 | 3,459,749 | | 8,127,208 | ||||||||||||
Future production costs |
(1,127,359 | ) | (1,165,344 | ) | | (2,292,703 | ) | |||||||||
Future development costs |
(682,876 | ) | (676,684 | ) | | (1,359,560 | ) | |||||||||
Future income taxes |
| (18,441 | ) | (32,571 | ) | (51,012 | ) | |||||||||
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Future net cash flows |
2,857,224 | 1,599,280 | (32,571 | ) | 4,423,933 | |||||||||||
10% annual discount for estimated timing of cash flows |
(1,506,352 | ) | (864,672 | ) | 6,459 | (2,364,565 | ) | |||||||||
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Standardized measure of discounted future net cash flows |
1,350,872 | 734,608 | (26,112 | ) | 2,059,368 | |||||||||||
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(1) | Pro forma adjustments related to reflecting the income tax expense on the combined future net cash flows giving a tax effect to Sabine O&Gs historical flow through financial statements, based on the combined companies estimated effective tax rate, after giving effect to the pro forma adjustments. |
Changes in standardized measure of discounted future net cash flows from proved oil and natural gas reserves (in thousands):
Sabine O&G | Old Forest | Pro Forma Adjustments (1) |
Combined | |||||||||||||
Beginning Balance |
909,793 | 1,397,097 | | 2,306,890 | ||||||||||||
Revisions of previous estimates: |
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Changes in prices and costs |
186,943 | 222,516 | | 409,459 | ||||||||||||
Changes in quantity |
45,167 | (114,712 | ) | | (69,545 | ) | ||||||||||
Additions to proved reserves |
392,752 | 295,585 | | 688,337 | ||||||||||||
Sale of oil, natural gas and NGL, net |
(274,180 | ) | (337,914 | ) | | (612,094 | ) | |||||||||
Sales of reserves |
(152,677 | ) | (1,099,372 | ) | | (1,252,049 | ) | |||||||||
Accretion of discount |
90,973 | 143,432 | | 234,405 | ||||||||||||
Changes in estimated future developments costs |
22,181 | 50,568 | | 72,749 | ||||||||||||
Previously estimated future development costs incurred |
117,377 | 128,482 | | 245,859 | ||||||||||||
Change in rate of production and other, net |
12,542 | 19,321 | | 31,863 | ||||||||||||
Net change in income tax |
| 29,605 | (26,112 | ) | 3,493 | |||||||||||
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Net change |
441,078 | (662,489 | ) | (26,112 | ) | (247,523 | ) | |||||||||
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Ending Balance |
1,350,872 | 734,608 | (26,112 | ) | 2,059,367 |
(1) | Pro forma adjustments related to reflecting the income tax expense on the combined future net cash flows giving a tax effect to Sabines historical flow through financial statements, based on the combined companies estimated effective tax rate, after giving effect to the pro forma adjustments. |
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