- Current report filing (8-K)
December 02 2010 - 9:43AM
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):
November 29
, 2010
CLAYTON WILLIAMS ENERGY, INC.
(Exact name of Registrant as specified in its charter)
Delaware
|
|
001-10924
|
|
75-2396863
|
(State or other jurisdiction of
|
|
(Commission File
|
|
(I.R.S. Employer
|
incorporation or organization)
|
|
Number)
|
|
Identification Number)
|
6 Desta Drive, Suite 6500, Midland, Texas
|
|
79705-5510
|
(Address of principal executive offices)
|
|
(Zip code)
|
Registrants Telephone Number, including area code:
(432) 682-6324
Not applicable
(Former name, former address and former fiscal year, 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))
Item 1.01 Entry Into a Material Definitive
Agreement.
On
November 29, 2010, Clayton Williams Energy, Inc. (the Company)
entered into a Second Amended and Restated Credit Agreement among the Company,
certain subsidiaries of the Company as guarantors, the lenders parties thereto
(the Lenders) and JPMorgan Chase Bank, N.A., as Administrative Agent (the Credit
Agreement). Capitalized terms used and
not defined herein have the meanings given to such terms in the Credit
Agreement.
The
Credit Agreement, which amends and restates the Companys existing credit
agreement in its entirety, provides for a revolving line of credit of up to
$500 million, in an amount not to exceed the Borrowing Base established by the
Lenders. The Initial Borrowing Based
under the Credit Agreement is $350 million.
The
Lenders may redetermine the Borrowing Base on a semi-annual basis, in May and
November. In addition, the Company or
the Lenders may request an unscheduled Borrowing Base redetermination at other
times during the year. If at any time,
the Borrowing Base is less than the amount of outstanding credit exposure under
the revolving credit facility (a Borrowing Base Deficiency), the Company will
be required to (1) provide additional security satisfactory to the
Required Lenders in their sole discretion to eliminate such Borrowing Base
Deficiency, (2) prepay, without premium or penalty, the principal amount
of the Loans (and cash collateralize any portion of such Borrowing Base
Deficiency attributable to exposure under letters of credit) in an amount
sufficient to eliminate such Borrowing Base Deficiency or (3) notify the
Administrative Agent that it intends to prepay, without premium or penalty, the
principal amount of such Borrowing Base Deficiency in not more than five equal
monthly installments plus accrued interest thereon.
At
the election of the Company, interest under the Credit Agreement is determined
by reference to (1) LIBOR plus an applicable margin between 2% and 3% per
annum or (2) if an ABR loan, the greatest of (A) the prime rate,
(B) the federal funds rate plus 0.5% or (C) one-month LIBOR plus 1%
plus, in any of (A), (B) or (C), an applicable margin between 1 % and 2%
per annum. The Company will also pay a
commitment fee on the unused portion of the revolving credit facility equal to
.5%. Interest and fees are payable
quarterly, except that interest on LIBOR-based tranches are due at maturity of
each tranche but no less frequently than quarterly.
The
Credit Facility is collateralized by certain of the Companys assets, including
at least 80% of the Engineered Value of the oil and gas interests owned by any
Credit Party. The obligations under the
Credit Agreement are guaranteed by each of the Companys material domestic
subsidiaries.
The
Credit Agreement contains representations, warranties and covenants that are
customary for similar credit arrangements, including, among other things,
covenants relating to (1) financial reporting and notification,
(2) payment of obligations, (3) compliance with applicable laws and
(4) notification of certain events.
The
Credit Agreement also contains various covenants and restrictive provisions
which may, among other things, limit the Companys ability to sell assets,
incur additional indebtedness, make investments or loans and create liens. One such covenant requires that the Company
maintain a ratio of Consolidated Current Assets to Consolidated Current
Liabilities (the Consolidated Current Ratio) of at least 1 to 1. In computing the Consolidated Current Ratio
at any balance sheet date, the Company must (1) include the amount of
funds available under the Credit Agreement as a current asset, (2) exclude
current assets and liabilities related to the fair value of derivatives,
(3) exclude current maturities of loans
2
under
the Credit Agreement, if any, and (4) exclude current assets and
liabilities attributable to vendor financing transactions, if any.
The
Credit Agreement further provides that the ratio of the Companys Consolidated
Funded Indebtedness to Consolidated EBITDAX (the Consolidated Leverage Ratio)
(determined as of the end of each fiscal quarter for the then most-recently
ended four fiscal quarters) may not be greater than 4.0 to 1.
The
failure to comply with the foregoing covenants will constitute an Event of
Default (subject, in the case of certain covenants, to applicable notice and/or
cure periods) under the Credit Agreement.
Other Events of Default under the Credit Agreement include, among other
things, (1) the failure to timely pay principal, interest, fees or other
amounts due and owing, (2) the inaccuracy of representations or warranties
in any material respect, (3) the occurrence of certain bankruptcy or
insolvency events, (4) loss of lien perfection or priority and
(5) the occurrence of a Change of Control.
The occurrence and continuance of an Event of Default could result in,
among other things, termination of the Lenders commitments and acceleration of
all amounts outstanding.
The
lending group under the Credit Agreement includes the following
institutions: JPMorgan Chase Bank, N.A.,
Bank of Scotland, Union Bank, N.A., BNP Paribas, Natixis, Compass Bank, The
Frost National Bank, Bank of Texas, N.A., KeyBank National Association, UBS
Loan Finance LLC, The Royal Bank of Scotland plc and Societe Generale.
The
Credit Agreement matures in November 2015.
The
foregoing description of the Credit Agreement is only a summary of, and is
qualified in its entirety by reference to, the full text of the Credit
Agreement, which if filed as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated into this Item 1.01 by reference.
Item 2.03 Creation of a Direct Financial
Obligation.
The
description contained under Item 1.01 is incorporated into this
Item 2.03 by reference. In
addition, the Credit Agreement is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated into this Item 2.03 by
reference.
Item 9.01 Financial Statements and
Exhibits.
(d) Exhibits.
The
following exhibit is filed as part of the information filed under
Items 1.01 and 2.03 of this Current Report on Form 8-K
Exhibit Number
|
|
Description
|
|
|
|
10.1
|
|
Second
Amended and Restated Credit Agreement dated as of November 29, 2010,
among Clayton Williams Energy, Inc., as Borrower, certain Subsidiaries
of Clayton Williams Energy, Inc., as Guarantors, the Lenders party
thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
|
3
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.
|
CLAYTON
WILLIAMS ENERGY, INC.
|
|
|
|
|
|
|
Date:
December 2, 2010
|
By:
|
/s/ Mel.
G. Riggs
|
|
Name:
|
Mel G.
Riggs
|
|
Title:
|
Senior
Vice President and
|
|
|
Chief
Financial Officer
|
4
EXHIBIT INDEX
Exhibit Number
|
|
Description
|
|
|
|
10.1
|
|
Second
Amended and Restated Credit Agreement dated as of November 29, 2010,
among Clayton Williams Energy, Inc., as Borrower, certain Subsidiaries
of Clayton Williams Energy, Inc., as Guarantors, the Lenders party
thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
|
5
Williams (CLAYTON) Energy, Inc. (NYSE:CWEI)
Historical Stock Chart
From May 2024 to Jun 2024
Williams (CLAYTON) Energy, Inc. (NYSE:CWEI)
Historical Stock Chart
From Jun 2023 to Jun 2024