-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WBIjP5yimOyqEOIVy3cjWLlTg2q53yEM94ozUzQjDRAPfjZXrpKq+TiMu3faRc8z 5aGiEnr61ptlF+38i6SKnw== 0000950129-04-001992.txt : 20040408 0000950129-04-001992.hdr.sgml : 20040408 20040408164849 ACCESSION NUMBER: 0000950129-04-001992 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20040408 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040408 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MISSION RESOURCES CORP CENTRAL INDEX KEY: 0000319459 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760437769 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09498 FILM NUMBER: 04725307 BUSINESS ADDRESS: STREET 1: 1331 LAMAR STREET 2: SUITE 1455 CITY: HOUSTON STATE: TX ZIP: 77010 BUSINESS PHONE: 7134953000 MAIL ADDRESS: STREET 1: 1221 LAMAR STREET 2: STE 1600 CITY: HOUSTON STATE: TX ZIP: 77010-3039 FORMER COMPANY: FORMER CONFORMED NAME: BELLWETHER EXPLORATION CO DATE OF NAME CHANGE: 19920703 8-K 1 h14356e8vk.txt MISSION RESOURCES CORPORATION 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): APRIL 8, 2004 (APRIL 8, 2004) MISSION RESOURCES CORPORATION (Exact Name of Registrant as Specified in Charter) DELAWARE 000-09498 76-0437769 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.)
1331 LAMAR SUITE 1455 HOUSTON, TEXAS 77010-3039 (Address and Zip Code of Principal Executive Offices) (713) 495-3000 (Registrant's telephone number, including area code) ITEM 5. OTHER EVENTS AND REQUIRED REGULATION FD DISCLOSURE. On April 8, 2004, Mission Resources Corporation (the "Company") issued a press release, pursuant to Rule 135c under the Securities Act of 1933, announcing that it has completed its private offering of $130 million of 9 7/8% Senior Notes due 2011. A copy of this press release is being filed as an exhibit to this report and is incorporated herein by reference. On April 8, 2004, the Company issued a second press release announcing that it has entered into a new senior secured revolving credit facility with a syndicate of lenders led by Wells Fargo Bank, N.A., and has also entered into a new second lien term loan with a group of lenders arranged by Guggenheim Corporate Funding, LLC. A copy of this press release is being filed as an exhibit to this report and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Financial Statements of business acquired. None. (b) Pro Forma Financial Information. None. (c) Exhibits. 99.1 Press Release 99.2 Press Release SIGNATURE 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. MISSION RESOURCES CORPORATION Date: April 8, 2004 By: /s/ Ann Kaesermann -------------------------------------- Name: Ann Kaesermann Title: Vice President Accounting and Investor Relations, CAO Officer EX-99.1 3 h14356exv99w1.txt PRESS RELEASE EXHIBIT 99.1 [MISSION RESOURCES LOGO] CONTACT: Ann Kaesermann Vice President - Accounting & Investor Relations, CAO investors@mrcorp.com (713) 495-3100 NEWS RELEASE - -------------------------------------------------------------------------------- MISSION RESOURCES COMPLETES $130 MILLION SENIOR NOTES OFFERING HOUSTON, APRIL 8, 2004 - MISSION RESOURCES CORPORATION (NASDAQ: MSSN) announced today that it has completed its private offering of $130 million of 9 7/8% Senior Notes due 2011. The notes will be guaranteed by certain of Mission's subsidiaries. The net proceeds of the offering will be used to fully redeem Mission's outstanding 10 7/8% Senior Subordinated Notes due 2007 and to repay indebtedness under its current credit facilities. The notes have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration or an applicable exemption from registration under the Securities Act. The notes were offered and sold through the initial purchasers to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act. This news release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which it would be unlawful. Mission Resources Corporation is a Houston-based independent exploration and production company that drills for, acquires, develops and produces natural gas and crude oil primarily in the Permian Basin (in West Texas and Southeastern New Mexico), along the Texas and Louisiana Gulf Coast and in both the state and federal waters of the Gulf of Mexico. This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are our estimate of the sufficiency of our existing capital sources, our ability to raise additional capital to fund cash requirements for future operations, the uncertainties involved in estimating quantities of proved oil and natural gas reserves, in prospect development and property acquisitions and in projecting future rates of production, the timing of development expenditures and drilling of wells, and the operating hazards attendant to the oil and gas business. In particular, careful consideration should be given to cautionary statements made in the various reports the Company has filed with the Securities and Exchange Commission. Mission undertakes no duty to update or revise these forward-looking statements. ### Mission Resources Corporation 1331 Lamar, Suite 1455 Houston, Texas 77010 www.mrcorp.com EX-99.2 4 h14356exv99w2.txt PRESS RELEASE EXHIBIT 99.2 CONTACT: [LOGO] Ann Kaesermann MISSION Vice President - Accounting RESOURCES & Investor Relations, CAO investors@mrcorp.com (713) 495-3100 NEWS RELEASE - -------------------------------------------------------------------------------- MISSION RESOURCES REFINANCES CREDIT FACILITY HOUSTON, APRIL 8, 2004 - MISSION RESOURCES CORPORATION (NASDAQ: MSSN) announced today that it has entered into a new senior secured revolving credit facility with a syndicate of lenders led by Wells Fargo Bank, N.A., and has also entered into a new second lien term loan with a group of lenders arranged by Guggenheim Corporate Funding, LLC. Petrie Parkman & Co., Inc. and Durham Capital Corporation acted as advisors in connection with these credit arrangements. The new senior secured revolving credit facility, which includes a $3 million subfacility for standby letters of credit, has an initial borrowing base of $50 million, of which $30 million is available for general corporate purposes and $20 million is available for the acquisition of oil and gas properties approved by the lenders. Mission has drawn $21.5 million under the revolving credit facility and has borrowed the $25 million term loan, which amounts, together with a portion of the net proceeds from Mission's concurrently completed senior notes offering, have been used to completely discharge all of Mission's outstanding indebtedness under its prior credit facility. "I am pleased that our recent financing activities have substantially recapitalized our balance sheet," said Mission Chairman, President and Chief Executive Officer, Robert L. Cavnar. "Since December 2002, we have reduced our total debt by approximately $50 million and our annualized interest expense by over $9 million. These recent transactions lower our weighted average cost of debt from approximately 11.9% to approximately 8.6% and increase our weighted average maturities from 2.0 years to 6.1 years. We are now well positioned to continue to focus on our other key objectives: o Reduce debt to book capitalization o Increase production mix to 70% natural gas o Drive down net operating expense o Find and develop natural gas and oil reserves at competitive costs We have made substantial progress towards all these goals, and will provide operational updates in the coming weeks." Mission Resources Corporation is a Houston-based independent exploration and production company that drills for, acquires, develops and produces natural gas and crude oil primarily in the Permian Basin (in West Texas and Southeastern New Mexico), along the Texas and Louisiana Gulf Coast and in both the state and federal waters of the Gulf of Mexico. This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are our estimate of the sufficiency of our existing capital sources, our ability to raise additional capital to fund cash requirements for future operations, the uncertainties involved in estimating quantities of proved oil and natural gas reserves, in prospect development and property acquisitions and in projecting future rates of production, the timing of development expenditures and drilling of wells, and the operating hazards attendant to the oil and gas business. In particular, careful consideration should be given to cautionary statements made in the various reports the Company has filed with the Securities and Exchange Commission. Mission undertakes no duty to update or revise these forward-looking statements. Mission Resources Corporation 1331 Lamar, Suite 1455 Houston, Texas 77010 www.mrcorp.com -----END PRIVACY-ENHANCED MESSAGE-----