Current Report Filing (8-k)
April 28 2017 - 4:45PM
Edgar (US Regulatory)
UNITED STATES
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
Date of Report (Date of earliest event reported): April 28, 2017 (April 25, 2017)
Bill Barrett Corporation
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-32367
|
|
80-0000545
|
(State or other jurisdiction
of incorporation)
|
|
(Commission
File No.)
|
|
(IRS Employer
Identification No.)
|
|
|
|
1099 18
th
Street, Suite 2300
Denver, Colorado
|
|
80202
|
(Address of principal
executive office)
|
|
(Zip Code)
|
(303) 293-9100
(Registrants telephone number, including area code)
Not Applicable
(Former
names 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:
|
☐
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
☐
|
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
|
|
☐
|
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
|
|
☐
|
Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
|
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01
|
Entry into a Material Definitive Agreement
|
Purchase Agreement
On April 25, 2017, Bill Barrett Corporation (the Company) entered into a purchase agreement (the Purchase Agreement) with Merrill
Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Initial Purchasers named therein (the Initial Purchasers), and the subsidiary guarantors of the Company named therein, pursuant to which the Company
agreed to issue and sell to the Initial Purchasers $275 million aggregate principal amount of the Companys 8.75% Senior Notes due 2025 (the Senior Notes) in connection with a private offering of the Senior Notes.
The offering of the Senior Notes was made only to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as
amended (the Securities Act), and to
non-U.S.
persons outside the United States in compliance with Regulation S under the Securities Act. The Senior Notes have not been registered under the
Securities Act or the securities laws of any other jurisdiction.
In the Purchase Agreement, the Company made customary representations and warranties and
agreed to indemnify the Initial Purchasers against various potential liabilities, including certain liabilities with respect to the Companys offering memorandum relating to the Senior Notes. The closing of the sale of the Senior Notes occurred
on April 28, 2017.
The description above does not purport to be complete and is qualified in its entirety by the Purchase Agreement, which is filed
as Exhibit 10.1 to this Current Report on
Form 8-K
and is incorporated by reference herein.
Registration Rights Agreement
In connection with the
offering of the Senior Notes, the Company entered into a Registration Rights Agreement, dated April 28, 2017, by and among the Company, the subsidiary guarantors of the Company named therein, and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as representative of the several Initial Purchasers named therein (the Registration Rights Agreement), which provides the holders of the Senior Notes certain rights relating to the registration of the Senior Notes under the
Securities Act. Pursuant to the Registration Rights Agreement, the Company agreed to conduct a registered exchange offer for the Senior Notes and in certain circumstances to file and cause to become effective a shelf registration statement providing
for the resale of the Senior Notes. 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 interest to holders of the Senior Notes.
The description above does not purport to be complete and is qualified in its entirety by the Registration Rights Agreement, which is filed as
Exhibit 10.2 to this Current Report on
Form 8-K
and is incorporated by reference herein.
Indenture
In connection with the offering of the Senior Notes, the Company entered into the indenture described in Item 2.03 below. The information in
Item 2.03 below is incorporated herein by reference. The description does not purport to be complete and is qualified in its entirety by the Indenture, which is filed as Exhibit 4.1 to this Current Report on
Form 8-K
and is incorporated by reference herein.
Item 2.03 Creation of Direct Financial Obligation
or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
The Senior Notes were issued pursuant
to an indenture entered into on April 28, 2017 (the Indenture) with Deutsche Bank Trust Company Americas, as trustee (the Trustee). The terms of the Senior Notes are governed by the Indenture, which contains covenants
that, among other things, limit the Companys 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. Indebtedness under the Senior Notes may be accelerated in certain
circumstances upon an event of default as set forth in the Indenture.
The Company will pay interest at a rate of 8.75% per annum on the Senior Note,
payable semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2017. The Senior Notes will mature on June 15, 2025.
Contemporaneously with the issuance of the Senior Notes, the Company issued notices of redemption in respect of
its outstanding 7.625% Senior Notes due 2019 and its outstanding 5% Convertible Senior Notes due 2028.
Item 3.03
|
Material Modification to Rights of Security Holders.
|
As discussed in Item 2.03, the Indenture contains
limitations on the Companys ability to pay dividends or make other distributions on its common stock.
Item 7.01
|
Regulation FD Disclosure.
|
On April 28, 2017, the Company issued a press release announcing that it
has closed the offering of Senior Notes. A copy of the press release is furnished as Exhibit 99.1 hereto. The press release is neither an offer to sell nor the solicitation of an offer to buy the notes or any other securities. The notes were
offered in the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States in reliance on Regulation S under the Securities Act. The notes have not been registered under
the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.
In
accordance with General Instruction B.2 of
Form 8-K,
the information in this Item 7.01 shall not be deemed filed for the purpose of Section 18 of the Securities Exchange Act of 1934, nor
shall it be deemed incorporated by reference in any filing.
Item 9.01
|
Financial Statements and Exhibits.
|
|
|
|
Exhibit
Number
|
|
Description of Exhibit
|
|
|
4.1
|
|
Indenture, dated as of April 28, 2017, by and among Bill Barrett Corporation, the Guarantors named therein, and Deutsche Bank Trust Company Americas, as Trustee, relating to the 8.75% Senior Notes due 2025.
|
|
|
10.1
|
|
Purchase Agreement, dated as of April 25, 2017, by and among Bill Barrett Corporation, the Guarantors named therein, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Initial
Purchasers named therein, relating to the 8.75% Senior Notes due 2025.
|
|
|
10.2
|
|
Registration Rights Agreement, dated as of April 28, 2017, by and among Bill Barrett Corporation, the Guarantors named therein, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several
Initial Purchasers named therein, relating to the 8.75% Senior Notes due 2025.
|
|
|
99.1
|
|
Press Release, dated April 28, 2017.
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
Date: April 28, 2017
|
|
|
|
BILL BARRETT CORPORATION
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Kenneth A. Wonstolen
|
|
|
|
|
|
|
Kenneth A. Wonstolen
|
|
|
|
|
|
|
Senior Vice President General Counsel; and Secretary
|
EXHIBIT INDEX
|
|
|
Exhibit
Number
|
|
Description of Exhibit
|
|
|
4.1
|
|
Indenture, dated as of April 28, 2017, by and among Bill Barrett Corporation, the Guarantors named therein, and Deutsche Bank Trust Company Americas, as Trustee, relating to the 8.75% Senior Notes due 2025.
|
|
|
10.1
|
|
Purchase Agreement, dated as of April 25, 2017, by and among Bill Barrett Corporation, the Guarantors named therein, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several Initial
Purchasers named therein, relating to the 8.75% Senior Notes due 2025.
|
|
|
10.2
|
|
Registration Rights Agreement, dated as of April 28, 2017, by and among Bill Barrett Corporation, the Guarantors named therein, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the several
Initial Purchasers named therein, relating to the 8.75% Senior Notes due 2025.
|
|
|
99.1
|
|
Press Release, dated April 28, 2017.
|
Bill Barrett (NYSE:BBG)
Historical Stock Chart
From Jun 2024 to Jul 2024
Bill Barrett (NYSE:BBG)
Historical Stock Chart
From Jul 2023 to Jul 2024