UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 22, 2006 (March 17, 2006)
Bill Barrett Corporation
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-32367 | | 80-0000545 |
(State or other jurisdiction
of incorporation) | | (Commission File No.) | | (IRS Employer Identification No.) |
| | |
1099 18th Street, Suite 2300 Denver, Colorado | | 80202 |
(Address of principal executive offices) | | (Zip Code) |
(303) 293-9100
(Registrant’s telephone number, including area code)
Not Applicable
(Former names or former address, if changed since last report)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01. | Entry Into A Material Definitive Contract |
Amended and Restated Credit Facility. On March 17, 2006, we entered into the Second Amended and Restated Credit Agreement among Bill Barrett Corporation as the Borrower, each of our subsidiaries as guarantors, each of JPMorgan Chase Bank, N.A., Deutsche Bank Trust Company Americas, Bank of America, N.A., Harris Nesbitt Financing, Inc., U.S. Bank National Association, Fortis Capital Corp., SunTrust Bank, Union Bank of California, N.A., Comerica Bank, Compass Bank, and Goldman Sachs Credit Partners L.P. as the lenders, JPMorgan Chase Bank, N.A., as administrative agent for the Lenders, Deutsche Bank Securities Inc. as syndication agent for the Lenders, and Bank Of America, N.A., Harris Nesbitt Financing, Inc. and U.S. Bank National Association, as co-documentation agents for the Lenders. This bank line of credit has a face value of $400 million, expandable up to $600 million, and has an initial borrowing base of $280 million. Future borrowing bases will be computed based on proved natural gas and oil reserves. This credit facility matures on March 17, 2011. The credit facility bears interest, based on the borrowing base usage, at the applicable London Interbank Offered Rate, or LIBOR, plus applicable margins ranging from 1.0% to 1.75%, or an alternate base rate, based upon the greater of the prime rate or the federal funds effective rate plus applicable margins ranging from 0% to 0.25%. We pay commitment fees ranging from 0.25% to 0.375% of the unused borrowing base. The credit facility is secured by natural gas and oil properties representing at least 80% of the value of our proved reserves and the pledge of all of the stock of our subsidiaries. As of March 17, 2006, we had $86 million outstanding under the credit facility. The credit facility contains certain financial covenants. We have complied with all financial covenants for all periods.
The foregoing summary is qualified in its entirety by reference to the Second Amended and Restated Credit Agreement, which is attached hereto as Exhibit 10.1.
| 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 9.01. | Financial Statements and Exhibits. |
| | |
| Exhibit Number | | Description of Exhibit |
| 10.1 | | Second Amended and Restated Credit Agreement, dated March 17, 2006, among Bill Barrett Corporation and the banks named therein. |
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SIGNATURES
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 hereunto duly authorized.
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| Date: March 22, 2006 | | | | BILL BARRETT CORPORATION |
| | | |
| | | | By: | | /s/ Francis B. Barron |
| | | | | | | | Francis B. Barron |
| | | | | | | | Senior Vice President—General Counsel; and Secretary |
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EXHIBIT INDEX
| | |
| Exhibit Number | | Description |
| 10.1 | | Second Amended and Restated Credit Agreement, dated March 17, 2006, among Bill Barrett Corporation and the banks named therein. |
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