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Acquisition
9 Months Ended
Sep. 30, 2018
Business Combinations [Abstract]  
Acquisition

Note 4—Acquisition

On January 18, 2018, Eclipse Resources-PA, LP, a wholly owned subsidiary of the Company, completed its acquisition of certain oil and gas leases, one producing well and other oil and gas rights and interests covering approximately 44,500 net acres located in Tioga and Potter Counties, Pennsylvania from Travis Peak Resources, LLC for an aggregate adjusted purchase price of $90 million, which was paid entirely with approximately 37.8 million shares of the Company’s common stock (the “Flat Castle Acquisition”).  The transaction was accounted for as an asset acquisition.  Approximately $86 million of the purchase price was allocated to unproved oil and natural gas properties and approximately $4 million was allocated to proved oil and gas properties associated with the producing well acquired.  In addition, the Company capitalized approximately $1 million of transaction costs related to the acquisition.  

During the nine months ended September 30, 2018, the Company assigned its option to purchase the equity interests of Cardinal Midstream II, LLC (“Cardinal”) to a third party midstream provider.  The third party midstream provider exercised the option and completed its acquisition of Cardinal during July 2018 and the Company is in the process of negotiating a new gathering agreement with the third party midstream provider.

On August 25, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with BRMR and Everest Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub will merge with and into BRMR (the “Merger”), with BRMR surviving the Merger as a wholly owned subsidiary of the Company. On the terms and subject to the conditions set forth in the Merger Agreement, upon consummation of the Merger, each share of BRMR’s common stock issued and outstanding immediately prior to the effective time of the Merger (excluding any Excluded Shares or Dissenting Shares (each as defined in the Merger Agreement)) shall be converted into the right to receive from the Company 4.4259 validly issued, fully-paid and nonassessable shares of the Company’s common stock, subject to adjustment as specified in the Merger Agreement, including to reflect the 15-to-1 reverse stock split of the Company’s common stock to be effected immediately prior to, and conditioned on, the closing of the Merger (the “Eclipse reverse stock split”), resulting in an adjusted exchange ratio of 0.29506 of a share of the Company’s common stock for each share of BRMR’s common stock.

The Merger Agreement contains termination rights for each of the Company and BRMR, including, among others, if the consummation of the Merger does not occur on or before February 28, 2019 (provided certain conditions are met). In connection with the termination of the Merger Agreement under specified circumstances, the Company would be required to pay BRMR a termination fee of $12 million. In connection with the termination of the Merger Agreement under specified circumstances, BRMR would be required to pay the Company a termination fee of either $12 million or $18 million, depending on the circumstances leading to the termination. In connection with the termination of the Merger Agreement by the Company or BRMR in the event BRMR’s stockholders fail to adopt the Merger Agreement (other than following a change of recommendation by the BRMR Board of Directors) or in the event Dissenting Shares exceed 12% of BRMR’s outstanding common stock, BRMR would generally be required to pay the Company $3.25 million in respect of the Company’s costs and expenses in connection with the transaction.

Subject to the satisfaction or waiver of certain customary closing conditions, including the adoption of the Merger Agreement and the approval of the Merger by BRMR stockholders, the transaction is expected to close in the fourth quarter of 2018.