Edge Petroleum Corp. plans to again postpone its annual meeting at which shareholders are to vote on a reverse-merger in which Chaparral continues and becomes a public company.
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Published Dec 3, 2008
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Privately held, Oklahoma City-based Chaparral Energy Inc.'s liquidity concerns continue, as Houston-based Edge Petroleum Corp. (Nasdaq: EPEX) plans to again postpone its annual meeting at which shareholders are to vote on a reverse-merger in which Chaparral continues and becomes a public company.
The meeting will be convened at 9 a.m. Dec. 4 at the Hyatt Regency Hotel, downtown Houston, and then immediately adjourned until Dec. 29, Edge reports today. The meeting had already been postponed from Oct. 23.
"The adjournment will allow additional time for Edge common stockholders to receive and consider any additional information that Edge and Chaparral Energy Inc. may make available to Edge stockholders prior to the meeting," Edge reports.
Standard & Poor's Ratings Services reported in November that it had revised its CreditWatch implications on Chaparral from "positive" to "developing." S&P had placed Chaparral’s “B” corporate credit and other ratings on CreditWatch on July 15 following news of the proposed merger with Edge. Chaparral continues to seek financing necessary to complete the merger.
S&P credit analyst Paul Harvey said in November, “Today's rating action reflects our concerns about Chaparral's liquidity if the merger is not successfully completed.”
The deal is contingent on a successful refinancing of Chaparral's existing $600-million-borrowing-base revolver to $1 billion and a $150-million preferred-equity infusion from private-equity firm Magnetar Financial LLC. Because of limited access to capital markets, S&P believes the company will have difficulty increasing its facility to $1 billion and achieving minimum pro forma availability of $325 million.
The merger also requires Chaparral to list on the NYSE, which requires a minimum price of $4 per share. Edge’s stock price today is 24 cents.
Merrill Lynch Petrie Divestiture Advisors was advisor to Edge and provided a fairness opinion. SunTrust Robinson Humphrey and RBS Greenwich Capital are advisors to Chaparral.
At year-end 2007, Edge's assets included an interest in 151,295 gross (59,483 net) acres in Texas focused in the Vicksburg, Queen City and Deep Frio trends; 2,011 gross (575 net) acres in southern Louisiana in Acadia, Calcasieu, Lafayette, St. Landry and Vermilion parishes; 25,706 gross (13,563 net) acres in the Mississippi Interior Salt Basin and 44,732 gross (38,340 net) undeveloped acres in the Floyd shale play; 658 gross and net acres in Michigan producing from the Trenton/Black River formation; 100,712 gross (20,942 net) acres in southeastern New Mexico producing from the Yeso, San Andres, Queen and Grayburg formations and deep gas in the Atoka and Morrow formations; and 5,661 gross (4,692 net) undeveloped acres in the Fayetteville shale play in south-central Arkansas.
Some 85% of Edge’s proved reserves at year-end 2007 were in Texas, 6% in Mississippi, 5% in New Mexico and 4% in south Louisiana, Michigan, Alabama and Arkansas.
At year-end 2007, net proved reserves were 163.5 billion cubic feet equivalent (89% gas and gas liquids; 77% developed). Chaparral estimates proved reserves currently to be 140 billion. Production was 61 million cubic feet equivalent per day. The company held 333,000 gross acres (139,000 net). Current Edge production is approximately 47- to 49 million per day due to asset sales and reduced capex during the review process.
Chaparral focuses primarily on later-stage properties and using enhanced oil-recovery (EOR) techniques in the Midcontinent and the Permian Basin with other interests in East Texas, North Texas, the Gulf Coast and Rocky Mountains. Proved reserves at year-end 2007 were 987 billion cubic feet equivalent (65% proved developed; 60% oil; 72% operated). Average daily production was 111.3 million equivalent. The PV-10 value was approximately $2.7 billion.
Pro forma, the combined company would have proved reserves of 1.15 trillion cubic feet equivalent as of Dec. 31, 2007 (56% oil, 67% proved developed). Proved reserves are 66% in the Midcontinent, 17% in the Gulf Coast, 10% in the Permian Basin and 7% in other onshore basins. Present value of the proved reserves discounted at PV-10 as of Dec. 31 was $3.3 billion.
Combined production based on first-quarter results is approximately 172 million cubic feet equivalent per day, which implies a reserve-to-production ratio of approximately 18.3 years. Pro forma debt will be $1.6 billion.
Chaparral is owned 42.5% by chief executive, president and co-founder Mark Fischer, 32% by Chesapeake Energy Corp., Oklahoma City, (NYSE: CHK) and by Atoma Energy, a group of private investors including Fischer’s brother.