Golden Cross
18 years ago
Westside Energy Announces Executive Promotions
Thursday June 1, 9:00 am ET
HOUSTON, June 1 /PRNewswire-FirstCall/ -- Westside Energy Corporation (Amex: WHT - News), an oil and gas company with operations focused on the acquisition, exploration and development of natural gas in the Barnett Shale play in North Texas, today announced that its Board of Directors has approved the following promotions and changes in the composition of senior management.
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Douglas G. Manner was elected to the position of Chief Executive Officer, effective June 1, 2006. Manner previously served as the company's Chief Operating Officer and has served as a Director since March 2005. Prior to joining Westside in January 2006, Manner held various senior executive positions at international and domestic exploration and production companies, including Kosmos Energy as Chief Operating Officer, Mission Resources as Chairman and CEO, Bellwether Exploration as Chairman and CEO, and Gulf Canada Resources as Chief Operating Officer. He also was employed for 15 years in management positions as a reservoir engineer at Ryder Scott Petroleum Engineers. He also serves on the Board of Directors of Cordero Energy, Zenas Energy and Rio Vista Energy Partners, L.P. Manner received a Bachelor of Science degree in mechanical engineering from Rice University. He is a professional engineer certified by the Texas Board of Professional Engineers, and he is a member of the Society of Petroleum Engineers.
Jimmy D. Wright, who since co-founding Westside, served as Chief Executive Officer, President and Chief Financial Officer, will now hold the positions of President and Chief Operating Officer. Prior to co-founding Westside, Wright served in senior management positions at EnergyClear, an over-the-counter energy clearinghouse approved by the Commodity Futures Trading Commission. Prior to that, he held various senior management positions with Midcoast Energy Resources Inc., a pipeline operator later merged into Enbridge, Inc. Wright holds a Bachelor of Science degree in Mechanical Engineering from the University of Memphis.
In a final election by the Board of Directors, Sean J. Austin was named Chief Financial Officer. Joining Westside in May 2005, he has served as Vice President and Corporate Controller, positions he will continue to hold in addition to CFO. Previously, Austin spent 23 years with Amerada Hess, now Hess Corporation, holding senior management positions in the company's New York and Houston offices. His positions during his Hess career included Vice President, Finance and Administration, Exploration and Production and Vice President and Corporate Controller. Prior to joining Amerada Hess, Austin served as an officer in the United States Navy. He holds a Bachelors degree in Accounting from the University of Notre Dame and a Master of Business Administration degree from the Amos Tuck School of Business at Dartmouth College.
Management Comment
Keith D. Spickelmier, Chairman of the Board said: "The recent promotions are indicative of the growth we are experiencing. Our well-rounded management team, especially for a company of our size, brings complementary skill sets, including Doug's technical and operational strengths which were instrumental in running both public and private companies throughout his career. Sean's public company financial and reporting acumen are indeed a benefit to Westside, especially in a time when talent in our industry is in short supply. By shifting Jimmy's role to President and Chief Operating Officer, we can best leverage his expertise as a corporate development specialist and as a skilled transaction negotiator. Now, Doug, Jimmy and Sean can focus on their core competencies which will be of added benefit to Westside and its shareholders."
About Westside Energy Corporation
Houston-based Westside Energy is an oil and gas company focused on exploiting its 73,925 gross (65,989 net) acres in the prolific Barnett Shale trend in North Texas. For more information about Westside Energy, please visit the Company's website www.westsideenergy.com.
Forward-Looking Statements
Certain statements in this news release regarding future expectations, plans for acquisitions and dispositions, oil and gas reserves, exploration, development, production and pricing may be regarded as "forward-looking statements" within the meaning of the Securities Litigation Reform Act. They are subject to various risks, such as operating hazards, drilling risks, the inherent uncertainties in interpreting engineering data relating to underground accumulations of oil and gas, as well as other risks discussed in detail in the Company's periodic reports and other documents filed with the SEC. Actual results may vary materially.
Golden Cross
18 years ago
Westside Energy Appoints Craig S. Glick to Board of Directors
Tuesday January 24, 8:30 am ET
HOUSTON, Jan. 24 /PRNewswire-FirstCall/ -- Westside Energy Corporation (Amex: WHT - News), an oil and gas company with operations focused on the acquisition, exploration and development of natural gas in the Barnett Shale play in North Texas, today announced the appointment of Craig S. Glick to the Board of Directors. Glick will be a member of the Audit, Compensation, and Nominating Committees. He will be the Audit Committee Chairman. With this appointment, Westside has six directors on its board, three of whom are independent.
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Craig Glick is currently a Partner at Kosmos Energy, LLC, a private international oil exploration company focused on offshore West Africa, having played an important role in its founding in 2003. Kosmos is a growing exploration company with projects in Morocco, Ghana, Benin, Nigeria and Cameroon. From 1999 to 2003, Mr. Glick was President of Hunt Resources, Inc. and Senior Vice President of Hunt Oil Company. During the period from 1994 to 1999, he was General Counsel and Chief Financial Officer of Gulf Canada. In 1994, Glick was in charge of acquisitions for Torch Energy. He began his career as an attorney with Vinson & Elkins, LLP in the Business Transactions Practice where he made Partner in 1993. Glick obtained his Juris Doctor from The University of Texas School of Law in 1985.
Keith Spickelmier, Chairman of the Board said: "Craig is a welcomed addition to Westside Energy's Board of Directors. He has a track record of achievement having worked on numerous oil and gas transactions of varying size and complexity. His knowledge of the E&P business, the legal field and corporate finance complements the strengths and experiences represented on our present Board."
About Westside Energy Corporation
Houston-based Westside Energy is an oil and gas company focused on exploiting its 69,066 gross (64,606 net) acres in the prolific Barnett Shale trend in North Texas. For more information about Westside Energy, please visit the Company's website www.westsideenergy.com.
Golden Cross
18 years ago
WHT WESTSIDE ENERGY CORP
Form 8-K for WESTSIDE ENERGY CORP
20-Mar-2006
Entry into a Material Definitive Agreement, Completion of Acquisition or Dis
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
The information included in Item 2.01 and Item 2.03 of this Current Report on Form 8-K is also incorporated by reference into this Item 1.01 of this Current Report on Form 8-K.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On November 30, 2005, Westside Energy Corporation ("Registrant") announced that it had entered into a binding purchase and sale agreement (the "Acquisition Agreement") with Kelly K. Buster, James I. Staley, Enexco, Inc., the Class B Limited Partners of EBS, and EBS Oil & Gas Partners Production GP, LLC (separately a "Seller" and collectively the "Sellers"), pursuant to which Registrant agreed to purchase from the Sellers, and the Sellers agreed to sell to Registrant, all of the outstanding equity interests (the "Equity Interests") in EBS Oil and Gas Partners Production Company, L.P. and EBS Oil and Gas Partners Operating Company, L.P. (collectively "EBS") . EBS was a privately held entity engaged in the drilling and completion of wells on various oil and gas leases covering lands located primarily in Cooke, Montague, and Wise Counties, Texas. The acquisition of the Equity Interests (the "Transaction") was consummated on March 15, 2006, with the effective time (the "Effective Time") of the Transaction being October 1, 2005.
The acquired EBS assets consist (in part) of rights in approximately 9,837 gross acres. EBS has drilled and operates 30 wells (gross) located primarily in the Barnett Shale. EBS also owns varying working interests in wells operated by third parties. In addition, EBS owns an approximately one-sixth interest in Tri-County Gathering, a pipeline system (operated by Cimmarron Gathering, LLP) that is the primary transporter of gas sold by EBS in the Barnett Shale area. This pipeline is comprised of approximately 14 miles of gathering lines and three compression stations with approximately 2,500 horsepower of compression with pipeline capacity of approximately 20 million cubic feet per day.
The purchase price for the Equity Interests consisted of an initial purchase price paid at closing (the "Initial Purchase Price") and additional consideration to be paid after closing (the "Additional Consideration"). The Initial Purchase Price was set at $9,804,839, subject to certain adjustments. The adjustments included a reduction in the Initial Purchase Price for all debt owed by EBS, including (a) indebtedness in the approximate amount of $5.85 million owed by EBS to Registrant, and (b) indebtedness in the approximate amount of $1.6 million owed by EBS to a third party (the "Third Party Loan") (the Third Party Loan was paid off in its entirety in connection with the closing of the Transaction). After making adjustments, Registrant paid in cash at the closing approximately $151,000 to the Class B partners of EBS and an EBS payable in the amount of approximately $294,000, and Registrant received a credit in the approximate amount of $1.7 million against the future payment of the Additional Consideration discussed below. Funding for the cash paid at the closing and the retirement of the Third Party Loan was provided from Registrant's available cash and by GasRock Capital LLC ("GasRock") pursuant to an Advancing Term Credit Agreement (the "Credit Agreement") discussed in "Item
2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of Registrant" below. Funding for the cash portion of the Additional Consideration will be provided by GasRock pursuant to the Credit Agreement.
The amount of Additional Consideration will be based on certain EBS wells (the "CVR Wells") that were in various stages of development as of the date of the Acquisition Agreement but that did not have production sustained for a sufficient period of time to permit a third party engineering report to establish proved reserves. The amount of Additional Consideration will depend upon the amount of "Proved Reserves" (as such term is used in the definitions promulgated by the Society of Petroleum Evaluation Engineers and the World Petroleum Congress) that the CVR Wells are determined to have after the closing of the Transaction. The determination of the amount of the Additional Consideration will take place on several occasions after the closing of the Transaction.
Other than as described in the remainder of this paragraph, prior to the consummation of the Transaction, there were no material relationships between (a) (i) EBS and its officers, directors, affiliates, associates or shareholders, or (ii) GasRock and its officers, managers, affiliates, associates or members, on the one hand, and (b) the officers, directors, affiliates, associates or stockholders of the Registrant, on the other hand. On April 18, 2005, Registrant entered into an agreement (the "EBS Loan Agreement") with EBS whereby Registrant made available to EBS, on a revolving basis, funds (in Registrant's discretion) of up to a maximum sum of $1,000,000 outstanding at any given time to enable EBS to cover costs in connection with its acquisition of oil and gas leases. In consideration of Registrant's providing this financing, Registrant received (a) an interest in each lease with respect to which amounts were advanced, the type and amount of the interest depending on the size of the net revenue interest of the leasehold interest owners in the related lease, and
(b) an option to acquire an undivided interest (up to 25% without EBS's consent) in each lease with respect to which amounts are advanced. Prior to the closing of the Transaction, 3,985 gross acres had been acquired under the EBS Loan Agreement, and EBS owed an outstanding balance to Registrant under the EBS Loan Agreement of $433,359. Moreover, prior to the closing of the Transaction, Registrant had received interests in nine wells pursuant to the EBS Loan Agreement. Moreover, in connection with the execution of the Acquisition Agreement, Registrant purchased from a group of private investors their rights as lenders in certain outstanding Partnership Debt (referred to hereinafter as the "Purchased Partnership Debt) owed by EBS to such group. The outstanding balance of, and the purchase price paid by Registrant for, the Purchased Partnership Debt was $3.85 million. The Purchased Partnership Debt is secured by subordinate liens on and security interests in substantially all of EBS's assets. The Purchased Partnership Debt accrues interest at the rate of 12% per annum, and (as amended) will become due and payable in approximately five years. During December 2005 and January 2006, Registrant made two additional loans to EBS, each in the aggregate amount of $1.0 million, thus increasing the outstanding indebtedness by an additional $2.0 million. The documentation governing the Purchased Partnership Debt was amended to cover these additional loaned amounts as if they were part of the original Purchased Partnership Debt. Accordingly, the additional loaned amounts accrue interest, are secured, and mature in the same manner as the original Purchased Partnership Debt.
The financial statements of EBS required to be filed with this Current Report on Form 8-K and the pro forma combined financial statements of Registrant required to be furnished with this Current Report on Form 8-K will be filed and furnished within 71 days of the date hereof.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF REGISTRANT
On March 15, 2006, Registrant, as borrower, entered into a $45 million four-year Advancing Term Credit Agreement (the "Credit Agreement") with GasRock Capital LLC ("GasRock"), as lender. The Credit Agreement provides the terms under which GasRock will make available to Registrant a senior secured revolving credit facility in an aggregate amount of up to $45 million. Borrowings under the Credit Agreement may be used for the following purposes:
1. Up to $9.5 million may be used for closing costs pertaining to the transaction, for approved drilling and for pipeline expansion.
2. Up to $7.5 million may be used for the cash portion of the Additional Consideration that may become due with respect to the CVR Wells, as discussed in "Item 2.01 Completion of Acquisition or Disposition of Assets" above, provided that any amount advanced for payment of the Additional Consideration will reduce dollar-for-dollar the amount available for the uses described in purpose 3 immediately below.
3. Up to an additional $35.5 million may be made available at later dates (subject to GasRock's approval) for additional exploitation of proved developed non-producing reserves, additional lender-approved drilling of new wells, lease acquisitions, pipeline expansion or seismic expenses.
In connection with the consummation of the Transaction, Registrant borrowed $5.3 million under the Credit Agreement for the payment of the cash at closing, the retirement of the Third Party Loan, the reimbursement of costs associated with previous drilling, and future developmental drilling.
GasRock' commitments under the Credit Agreement will terminate on March 14, 2009, unless terminated earlier by Registrant upon repayment of all outstanding amounts or by GasRock upon an event of default. To secure Registrant's obligations under the Credit Agreement, Registrant granted a security interest in all of its assets in favor of GasRock. The Credit Agreement also requires hedging for a substantial portion of the Registrant's reserves. Amounts outstanding under the Credit Agreement will bear interest at an annual rate equal to the greater of (a) eleven percent (11.0%) or (b) the one-month London interbank offered rate (LIBOR), plus 6.50%. Eighty-five percent (85.0%) of monthly revenue from oil & gas production and commodity hedging, net of production operations related costs, will be applied to the repayment of the indebtedness under the Credit Agreement, subject to the limited ability of Registrant to remit less than 85% and to retain more than 15% of monthly net revenue to cover Registrant's overhead. Registrant will also pay a facility fee equal to 2.0% of all advances, with the amount of such fee not paid at the time of the advance but added to the outstanding principal balance and amortized in accordance with the terms of the Credit Agreement. In consideration of GasRock providing the financing under the Credit Agreement, GasRock will receive a one percent (1.0%) overriding royalty interest in each producing well and lease within Registrant as of the date of the execution of the Credit Agreement. GasRock will also receive a one percent (1.0%) overriding royalty interest in each producing well and lease and related unit (as defined in the Credit Agreement) acquired during the term of the Credit Agreement if Registrant uses advances under the Credit Agreement to acquire same. GasRock will also receive a one and one-half percent (1.5%) overriding royalty interest in each well and related unit (as defined in the Credit Agreement) if Registrant uses advances under the Credit Agreement to develop same. The Credit Agreement contains customary representations and warranties, customary affirmative and negative covenants (including a maximum leverage ratio), and customary events of default.
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