- Current report filing (8-K)
May 27 2009 - 6:00AM
Edgar (US Regulatory)
UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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WASHINGTON,
D.C. 20549
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CURRENT
REPORT
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Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
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Date
of Report (Date of earliest event reported):
May 26,
2009
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CLAYTON
WILLIAMS ENERGY, INC.
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(Exact
name of Registrant as specified in its
charter)
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Delaware
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001-10924
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75-2396863
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(State
or other jurisdiction of
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(Commission
File
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(I.R.S.
Employer
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incorporation
or organization)
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Number)
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Identification
Number)
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6
Desta Drive, Suite 6500, Midland, Texas
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79705-5510
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(Address
of principal executive offices)
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(Zip
code)
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Registrant's
Telephone Number, including area code:
(432)
682-6324
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Not
applicable
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(
Former name, former address and
former fiscal year, if changed since last
report
)
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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)
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¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
Pre-commencement
communications pursuant to Rule 14d-2 (b) under the Exchange Act
(17 CFR 240.14d-2 (b))
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¨
Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act
(17 CFR 240.13e-4 (c))
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Item
2.03
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Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
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On
May 20, 2009, we entered into a Seventh Amendment to Amended and Restated
Credit Agreement (the “Seventh Amendment”), which amends our Amended and
Restated Credit Agreement (the “Senior Credit Facility”) dated May 21, 2004,
among us, Southwest Royalties, Inc. (successor by merger to CWEI-SWR, Inc.),
Warrior Gas Co., CWEI Acquisitions, Inc., Romere Pass Acquisition L.L.C., CWEI
Romere Pass Acquisition Corp., Blue Heel Company, Tex-Hal Partners, Inc.,
JPMorgan Chase Bank, N.A. (successor by merger to Bank One, N.A. (Illinois)), as
Administrative Agent, and the Lenders named therein. Capitalized
terms used and not defined in this Item 2.03 will have the meanings given
to such terms in the Senior Credit Facility (as amended).
The
Senior Credit Facility provides for a revolving loan facility in an amount not
to exceed the lesser of the Borrowing Base, as established by the Lenders, or
that portion of the Borrowing Base determined by us to be the elected borrowing
limit. The Borrowing Base, which is based on the discounted present
value of estimated future net revenues from oil and gas production, is subject
to redetermination at any time, but at least semi-annually in May and November,
and is made at the discretion of the Lenders. On May 26, 2009,
we announced that the Lenders affirmed our Borrowing Base under the Senior
Credit Facility at $250 million. If, at any time, the
redetermined Borrowing Base is less than the amount of Aggregate Outstanding
Credit Exposure, we will be required to (1) pledge additional collateral,
(2) prepay the excess in not more than six equal monthly installments, or
(3) elect to convert the entire amount of Aggregate Outstanding Credit
Exposure to a term obligation based on amortization formulas set forth in the
Senior Credit Facility.
The
Senior Credit Facility contains usage-based pricing
formulas. Pursuant to the Seventh Amendment, the Eurodollar rate
margin was increased to a range of 2.00% to 3.00% from a range of 1.50% to
2.25%, the alternate base rate margin was increased to a range of 1.125% to
2.125% from a range of 0.25% to 1.00%, and the unused commitment fee rate was
increased to a flat rate of 0.50% from a range of 0.375% to 0.50%.
The
Senior Credit Facility contains financial covenants that are computed
quarterly. Pursuant to the Seventh Amendment, we must not permit the
ratio of our Consolidated Funded Indebtedness to Consolidated EBITDAX (the
“Leverage Ratio”) (calculated for the last four consecutive fiscal quarters then
most recently ended) to be greater than (i) 3.50 to 1.00 at any time on or
before the last day of the calendar quarter ending December 31, 2010; (ii) 3.25
to 1.00 at any time on or before the last day of the calendar quarter ending
December 31, 2011; and (iii) 3.00 to 1.00 thereafter. Prior to the
Seventh Amendment, our Leverage Ratio was not permitted to be greater than 3.00
to 1.00 for any four consecutive fiscal quarters within the term of the Senior
Credit Facility.
The
Seventh Amendment also amended certain covenants in the Senior Credit Facility
related to our previously announced acquisition of Larclay GP, LLC and Larclay,
L.P. (collectively “Larclay”). As a result of the Seventh Amendment,
we are permitted to make a one time Investment in Larclay (the “Larclay
Investment”) for the purpose of repaying amounts outstanding under the Term Loan
and Security Agreement dated April 21, 2006 among Larclay, L.P., GE Business
Financial Services, Inc. (successor to Merrill Lynch Capital), as Administrative
Agent, and the Lenders named therein, provided that concurrently with such
Investment, among other things (i) Larclay grants a security interest in
substantially all of its assets to the Collateral Agent under the Senior Credit
Facility and (ii) we pledge our equity interests in Larclay to the
Administrative Agent under the Senior Credit Facility. If we make the
Larclay Investment, Larclay will become a Subsidiary for all purposes in the
Senior Credit Facility, and therefore covenants under the Senior Credit Facility
applicable to our Subsidiaries will be applicable to Larclay. Larclay
is permitted to sell those of its assets that are owned by Larclay on the date
it becomes a Subsidiary under Senior Credit Facility.
The
Seventh Amendment also amended certain other provisions of the Senior Credit
Facility, including, among others, provisions related to (i) our
obligation, in certain circumstances, to deposit funds in the Cash Collateral
Account maintained under the Senior Credit Facility, (ii) the replacement
of Lenders under the Senior Credit Facility in certain circumstances and
(iii) Defaulting Lenders.
This
description of the Seventh Amendment is only a summary of, and is qualified in
its entirety by reference to, the Seventh Amendment, a copy of which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 7.01
Regulation
FD.
On
May 26, 2009, we announced the reaffirmation of our $250 million
Borrowing Base. A copy of the press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K. This information, including
Exhibit 99.1, is being furnished pursuant to Item 7.01 of Form 8-K and
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, or otherwise subject to liabilities of that
section.
Item
9.01
Financial Statements and
Exhibits
(d) Exhibits
The
following exhibit is provided as part of the information furnished under Item
7.01 of this report.
Exhibit
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Number
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Description
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10.1
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Seventh
Amendment to Amended and Restated Credit Agreement dated May 20,
2009.
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99.1
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Press
Release dated May 26, 2009, entitled “Clayton Williams Energy’s
$250 Million Borrowing Base Affirmed By Bank
Group.”
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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 thereto
duly authorized.
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CLAYTON
WILLIAMS ENERGY, INC.
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Date:
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May
26, 2009
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By:
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/s/
L. Paul Latham
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L.
Paul Latham
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Executive
Vice President and Chief
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Operating
Officer
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Date:
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May
26, 2009
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By:
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/s/
Mel G. Riggs
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Mel
G. Riggs
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Senior
Vice President and Chief Financial
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Officer
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