Ultra Petroleum Corp. Closes Issuance of $850.0 Million of Its 6.125% Senior Unsecured Notes Due 2024
Sep 22 14
On September 18, 2014, Ultra Petroleum Corp. closed its previously announced issuance of $850.0 million of its 6.125% senior unsecured notes due 2024 and entered into an Indenture, dated September 18, 2014, between the company and U.S. Bank National Association, as trustee. The notes were sold at par, and resulted in net proceeds to the company of $838.5 million. At the closing of the offering the net proceeds of the offering were deposited in an escrow account. the net proceeds are subject to release from escrow at the closing of the company's previously announced Pinedale field acquisition. If the Pinedale field acquisition is not completed within sixty days of the issue date or the purchase and sale agreement for the acquisition is terminated earlier, the company will be required to redeem all of the notes at a redemption price of 100% of the issue price, plus accrued and unpaid interest to the redemption date. The notes have not been registered under the Securities Act or any state securities laws, and unless so registered, the securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The notes were resold by the initial purchasers to qualified institutional buyers pursuant to Rule 144A under the Securities Act or to non-U.S. persons pursuant to Regulation S under the Securities Act. The notes will mature on October 1, 2024. The interest payment dates for the notes are April 1 and October 1 of each year, commencing April 1, 2015. Interest will be paid on the notes from the issue date until maturity. Prior to October 1, 2017, the company may, at any time or from time to time, redeem up to 35% of the aggregate principal amount of the notes with the net proceeds of a public or private equity offering at a redemption price of 106.125% of the principal amount of notes, plus accrued and unpaid interest, if any, to the date of redemption, if at least 65% of the aggregate principal amount of the notes remains outstanding and the redemption occurs within 120 days of the closing of such equity offering. In addition, before October 1, 2019, the Company may redeem all or a part of the notes at a redemption price equal to the sum of the principal amount thereof, plus a make-whole premium at the redemption date, plus accrued and unpaid interest, if any, to the redemption date. In addition, on or after October 1, 2019, the company may redeem all or a part of the notes at redemption prices (expressed as percentages of principal amount) equal to 103.063% for the twelve-month period beginning on October 1, 2019, 102.042% for the twelve-month period beginning October 1, 2020, 101.021% for the twelve-month period beginning October 1, 2021, and 100% for the twelve-month period beginning October 1, 2022 and at any time thereafter, plus accrued and unpaid interest, if any, to the applicable redemption date on the notes. The indenture contains customary covenants that restrict the ability of the company and certain of its subsidiaries to: sell assets; make investments; incur indebtedness; create or incur certain liens; enter into agreements that restrict dividends, distributions or other payments from subsidiaries of the company to the company; consolidate, merge or transfer all or substantially all of the company's assets; engage in transactions with affiliates; create unrestricted subsidiaries; and engage in certain business activities. The covenants in the indenture are subject to important exceptions and qualifications. Subject to conditions, the Indenture provides the company and its subsidiaries will no longer be subject to certain covenants when the notes receive investment grade ratings from Standard & Poor's Ratings Services and Moody's Investors Services Inc. The indenture contains the following customary events of default: default for 30 days in the payment when due of interest on the notes; default in payment when due of the principal of, or premium, if any, on the notes; failure by the company to comply with certain covenants relating to asset sales, repurchases of the notes, merger or consolidation; the company fails to comply with a notice of default for the time periods listed in the indenture after written notice thereof has been given, by registered or certified mail, to the company by the trustee or to the company and the trustee by the holders of at least 25% in principal amount of the outstanding notes specifying such default or breach and requiring it to be remedied and stating that such notice is a 'notice of default' under the indenture; failure by the company to comply for 60 days after notice to comply with any of the other agreements in the indenture; default under any instrument governing indebtedness for money borrowed by the company or any of its restricted subsidiaries or guaranteed by the company or any of its restricted subsidiaries, if such default: is caused by a payment default; or results in the acceleration of such indebtedness, and, in each case, if the aggregate amount of indebtedness subject to such a default is $30.0 million or more; failure by the company, any significant subsidiary or group of restricted subsidiaries that, taken together, would constitute a significant subsidiary to pay final judgments aggregating in excess of $30.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; except as provided in the indenture, any subsidiary guarantee ceases to be in full force and effect or is declared null and void in a judicial proceeding or any subsidiary guarantor that is a significant subsidiary denies or disaffirms its obligations under the indenture or its subsidiary guarantee; and certain events of bankruptcy, insolvency or reorganization described in the indenture with respect to the company, any significant subsidiary or group of restricted subsidiaries that, taken together would constitute a significant subsidiary. Upon a continuing event of default, the trustee, by notice to company, or the holders of at least 25% in principal amount of the then outstanding notes, by notice to the company and the trustee, may, declare the notes immediately due and payable, except that an event of default resulting from entry into a bankruptcy, insolvency or reorganization with respect to the company, any restricted subsidiary of the company that is a significant subsidiary or any group of its restricted subsidiaries that, taken together, would constitute a significant subsidiary of the company, will automatically cause the notes to become due and payable.
Ultra Petroleum Corp. to Offer $700.0 Million in Aggregate Principal Amount of Senior Unsecured Notes Due 2024
Sep 2 14
Ultra Petroleum Corp. announced that, subject to market conditions, the company intends to offer $700.0 million in aggregate principal amount of senior unsecured notes due 2024 in a private placement pursuant to exemptions from registration under the Securities Act of 1933, as amended. Ultra intends to use the net proceeds of this offering to fund a portion of the purchase price of its recently announced Pinedale field acquisition. The securities to be offered have not been registered under the Securities Act or any state securities laws, and unless so registered, the securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable state securities laws. The securities may be resold by the initial purchasers pursuant to Rule 144A and Regulation S under the Securities Act. This notice is being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy the notes or any other securities. There shall not be any sale of the notes or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable laws.