Item 1.01 Entry into a Material Definitive Agreement.
Senior Notes / Indenture and Supplemental Indenture
On March 12, 2012, Bill Barrett Corporation (the “Company”) completed the public offering (the “Senior Notes Offering”) of $400 million aggregate principal amount of its 7% Senior Notes due 2022 (the “Senior Notes”). The terms of the Senior Notes are governed by an Indenture (the “Base Indenture”) among the Company, as issuer, certain of the Company’s subsidiaries, as subsidiary guarantors, and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by the Fourth Supplemental Indenture (the “Supplemental Indenture”) among the Company, the subsidiary guarantors named therein (the “Subsidiary Guarantors”) and the Trustee.
The Senior Notes are senior unsecured obligations of the Company and rank equal in right of payment with all of the Company’s other existing and future senior unsecured indebtedness, including the Company’s 5% Convertible Senior Notes due 2028, the Company’s 97/8% Senior Notes due 2016 and the Company’s 75/8% Senior Notes due 2019. The obligations under the Senior Notes are fully and unconditionally guaranteed by the Subsidiary Guarantors. The subsidiary guarantees are senior unsecured obligations of the Subsidiary Guarantors and rank equal in right of payment with the existing and future senior unsecured indebtedness of the Subsidiary Guarantors. Interest on the Senior Notes will accrue at a rate of 7% per annum and is payable on April 15 and October 15 of each year, beginning October 15, 2012. The Senior Notes mature on October 15, 2022. The terms of the Senior Notes are further described in the prospectus supplement of the Company dated March 5, 2012, together with the related prospectus dated June 24, 2009, as filed with the Securities and Exchange Commission on March 6, 2012.
The Base Indenture, dated July 8, 2009, and the Supplemental Indenture, including the form of the Senior Notes, dated March 12, 2012, are filed herewith as Exhibits 4.1 and 4.2 respectively, and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above hereby is incorporated by reference.
Item 7.01. Regulation FD Disclosure.
The borrowing base on the Company’s credit facility (but not its borrowing capacity) has been decreased by $56.875 million after giving effect to an adjustment equal to 25% of the proceeds of the newly issued Senior Notes that are not being used to repay the Company’s 5% Convertible Senior Notes due 2028.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing.
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