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Subsequent Events
6 Months Ended
Jun. 30, 2011
Subsequent Events [Abstract]  
Subsequent Events

Note 11Subsequent Events

 

In July 2011, we amended our Senior Term Loan to provide for an increase of $75 million in the borrowings available under the Senior Term Loan. In connection with the increase, we drew down the full additional amounts available and our quarterly scheduled amortization payments on the Senior Term Loan will increase from $400,000 to $587,500. The other primary provisions of the amendment include:

 

  • consent and approval by the lenders of the issuance of the 5.5% Convertible Senior Notes and certain conforming amendments with respect to the issuance of those notes, including an increase in the basket available for the issuance of junior debt from $100 million to $135 million;
  • an amendment to the negative pledge provision to allow us to provide up to $10 million of cash margin to secure hedging obligations and;
  • an extension by one additional quarters to the scheduled step up in the minimum secured debt coverage ratio.

 

In July 2011, we entered into purchase and sale agreements with SM Energy Company and certain other minority owners to acquire the leasehold and producing interests held by SM Energy and its partners in the Marcellus shale in north central Pennsylvania, as well as a pipeline and related facilities in McKean and Potter Counties, Pennsylvania, for aggregate consideration of $110 million. The transaction is expected to close by the fourth quarter of 2011 and will be financed utilizing the proceeds from the issuance of the 5.5% Convertible Senior Notes, as discussed below.

 

In July 2011, we issued $135 million aggregate principal amount of our 5.5% Convertible Senior Notes. Interest is payable semi-annually. The 5.5% Convertible Senior Notes are convertible into shares of our common stock at an initial conversion rate of 54.019 shares (equivalent to $18.51 per share) of common stock per $1,000 principal amount of the notes. We intend to use substantially all of the net proceeds of this offering to fund our pending acquisition of acreage and related midstream assets in the Marcellus shale play. Any remainder, or the full net proceeds if we are unable to complete the Marcellus acquisition, will be used for general corporate purposes.

 

In July 2011, a tax increase was enacted by the U.K. government that will raise the existing supplementary charge on profits from North Sea oil and gas production from 20% to 32%, effective March 24, 2011. This supplementary charge is in addition to the existing corporation tax rate of 30%. As we do not currently anticipate paying corporate or supplementary tax in the U.K. for the next several years, we expect the tax increase to have little effect on our cash flow from operations during that time period. We have estimated that as a result of this enacted tax increase we will record a one-time increase in deferred tax liabilities of approximately $25 million during the third quarter of 2011, with a corresponding increase in deferred tax expense.

 

In July 2011, we entered into a letter of credit facility agreement (the “LC Agreement”) with Commonwealth Bank of Australia (“CBA”), pursuant to which CBA issued letters of credit to us in the amount of £20.6 million (approximately $35 million as of July 25, 2011). Concurrent with the issuance of the letters of credit, the restrictions on £20.6 million of our restricted cash were removed and the cash returned for general corporate purposes. The letters of credit secure decommissioning obligations in connection with certain of our United Kingdom Continental Shelf Petroleum Production Licences. The LC Agreement provides that we must pay a quarterly fee computed at a rate of 4.5% per year on the outstanding amount of each letter of credit issued under the LC Agreement. The LC Agreement contains similar financial covenants and other covenants as the credit agreement governing our Senior Term Loan. The CBA letters of credit have initial expiration dates of not later than October 31, 2012, and are renewable at our option through the expiration of the LC Agreement on October 31, 2013.