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Subsequent Event
12 Months Ended
Dec. 31, 2012
Subsequent Events [Abstract]  
SubsequentEventsTextblock

Note 24– Subsequent Events

 

Entry into Procurement Agreement

 

In January 2013, we entered into the Procurement Agreement with an unaffiliated third party entity, which matures on July 9, 2014. The Procurement Agreement was entered into in connection with the unaffiliated third party's entry into a credit support arrangement with a providing bank. Pursuant to this credit support arrangement, the third party pledged cash, contributed by one of our shareholders, to secure letters of credit in the amount of $33.0 million. The letters of credit secure decommissioning obligations in connection with certain of our U.K. license agreements.

Under the Procurement Agreement, we agreed:

 

  • to reimburse the third party in the event that the letters of credit are drawn and the pledged cash must be paid to the letter of credit provider;
  • pay a quarterly fee computed at a rate of 9% per year on the outstanding amount of each letter of credit, along with an initial fee equal to 1% on the initial outstanding amount of each letter of credit;
  • pay a fee of 2% on the outstanding amount of each letter of credit upon termination;
  • pay a fee of 0.65% per year on the aggregate balance of any outstanding letters of credit.

The Procurement Agreement contains customary representations, warranties and non-financial covenants. We also issued warrants to purchase a total of 1,000,000 shares of our common stock at an exercise price of $7.31 per share to the investor. The warrants expire on January 9, 2018 and are subject to customary anti-dilution provisions.

 

Concurrent with our entry into the LOC Procurement Agreement, we terminated the IVRRH Reimbursement Agreement dated May 23, 2012, which secured letters of credit. Upon termination of the IVRRH Reimbursement Agreement, we paid all outstanding and accrued fees totaling approximately $3.8 million.

 

Strategic Alternatives

 

On February 14, 2013, we announced that our board of directors approved a review of strategic alternatives.  In an effort to unlock the value of our underlying assets, we will consider a full range of options, including:

 

  • A sale, joint venture or partnership in respect of our activities in the North Sea;
  • A sale of specific assets;
  • A sale or merger of the Company; or
  • Continuing to execute on our operational plan.

 

We will announce the results of the effort once a course of action is chosen. There is no assurance that this strategic alternatives review will result in a change to our current business plan, pursuing a particular transaction or completing any such transaction.

 

Forward Sale

 

In February 2013, we entered into a forward sale agreement with one of our established purchasers for a payment of approximately $22.5 million, which was received on March 1, 2013 in return for a specified volume of crude oil in excess of 200,000 barrels to be delivered over a six month delivery period from our UK North Sea production.

 

Production Payment Agreement

 

In March 2013, our wholly-owned subsidiary, EEUK, entered into a sale and purchase agreement (the “Sale and Purchase Agreement”) for $107.5 million providing for the sale and purchase of a production payment over the proceeds of sale from a proportion of EEUK's entitlement to production from its interests in the Alba and Bacchus fields located in the UK sector of the North Sea (the “Production Payment Transaction”) and the issuance of warrants (discussed below). Repayment of the production payment will come solely from the proceeds from the sale of production from EEUK's entitlement from the Alba and Bacchus fields.

 

In the event that the Production Payment Transaction is not consummated under the terms of the Sale and Purchase Agreement, the deposit paid to EEUK upon signing of the Sale and Purchase Agreement and all or part of a $1.2 million termination fee would become due and payable by EEUK.

 

The completion of the Production Payment Transaction is conditional upon, amongst other things, the approval of the UK Secretary of State for Energy and Climate Change. Contemporaneously with completion under the Sale and Purchase Agreement, we expect to issue 3,440,000 warrants to purchase shares of common stock at an exercise price of $3.014 per share (the “Warrants”).

 

EEUK's obligations to refund the deposit and pay the termination fee are secured by first priority liens on EEUK's interests in the licenses and certain joint operating agreements governing the fields giving rise to the production subject to the production payment. Upon closing of the purchase and sale of the production payment, EEUK's obligations under the production payment will be secured by first priority liens in the same assets and second priority liens in certain other assets of the Company and its subsidiaries.

 

Revolving Credit Agreement

 

In March 2013, the Company, EEUK, Cyan, and certain lenders entered into a third amendment to the Revolving Credit Facility whereby (i) the lenders consented to the Production Payment Transaction and (ii) the maturity of $100 million of the commitments under the under the Revolving Credit Facility was extended from October 12, 2013 to June 30, 2014. The remaining principal of the Revolving Credit Facility will mature on October 12, 2013, as previously provided.

 

Reimbursement Agreement

 

In March 2013, we amended the Alba Reimbursement Agreement to (i) allow us to enter the Production Payment Transaction, (ii) extend the maturity of the obligations under the Alba Reimbursement Agreement from December 31, 2013 to June 30, 2014, and (iii) the parties agreed to agree to take the steps necessary to extend the letter of credit issued pursuant to the Alba Reimbursement Agreement from December 31, 2013 to December 31, 2014.