ATP Oil & Gas 8-K 2006
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF EARLIEST EVENT REPORTED: June 22, 2006
ATP OIL & GAS CORPORATION
(Exact name of registrant as specified in its charter)
Commission file number: 000-32261
4600 Post Oak Place, Suite 200
Houston, Texas 77027
(Address of principal executive offices)
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Item 1.01 Entry into Material Definitive Agreement.
On June 22, 2006 (the Restatement Date), ATP Oil & Gas Corporation (the Company), the Lenders (Lenders, as defined in Article 1) and Credit Suisse (as Administrative Agent and Collateral Agent for the Lenders) entered into the Second Amended and Restated Credit Agreement (the Term Loan Facility). The Term Loan Facility will mature on April 14, 2010, and will amortize in equal quarterly installments (beginning September 30, 2006) in an aggregate annual amount equal to 1% of the original principal amount of the Facility through March 31, 2009, with the balance payable in equal quarterly installments during the final year of the Facility.
The Company, Administrative Agent, Collateral Agent and the Lenders party thereto (the Existing Lenders) previously entered into the Amended and Restated Credit Agreement dated as of April 14, 2005, as amended by Amendment No. 1 dated as of July 15, 2005 (as so amended, the Existing Credit Agreement), under which the Existing Lenders extended credit to the Company in the form of term loans in an aggregate principal amount of $350.0 million (of which $346.5 million aggregate principal amount (the Existing Term Loans) was outstanding immediately prior to the Restatement Date).
With this Amendment, the Company borrowed additional amounts under terms and provisions (after giving effect to the amendments to be made to the Existing Credit Agreement on the Restatement Date) identical to the Existing Term Loans as of the Restatement Date, in an aggregate principal amount of $178.5 million, the proceeds of which will be used by the Company (a) to pay fees and expenses incurred in connection with the Transactions and (b) from time to time solely for general corporate purposes.
The Existing Credit Agreement was amended, among other things, to effect the following:
The Term Loan Facility contains the following modifications to financial covenants:
As of the Restatement Date, the Company increased its aggregate borrowings under the Term Loans by $178.5 million (from the balance outstanding as of March 31, 2006) to an aggregate outstanding principal amount of $525.0 million. From this increase in borrowings, the Company received net proceeds of $167.4 million after deducting $11.1 million for fees and expenses.
The foregoing description of the Term Loan Facility and the Existing Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Term Loan Facility filed as an exhibit hereto and incorporated by reference herein. In addition, capitalized terms used but not defined in the foregoing description have the respective meanings assigned to such terms in the Term Loan Facility.
Item 7.01. Regulation FD Disclosure
On June 22, 2006, the Company issued a press release, included herein as Exhibit 99.1, announcing the amendment of its credit agreements.
Item 9.01. Financial Statements and Exhibits
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned and thereunto duly authorized.