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TPLM > SEC Filings for TPLM > Form 8-K on 17-Apr-2013All Recent SEC Filings

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Form 8-K for TRIANGLE PETROLEUM CORP


17-Apr-2013

Entry into a Material Definitive Agreement, Creation of a Direct Financia


Item 1.01 Entry into a Material Definitive Agreement.

Amended and Restated Credit Agreement

On April 11, 2013, the Company's wholly-owned subsidiary, Triangle USA Petroleum Corporation ("TUSA"), entered into an Amended and Restated Credit Agreement among TUSA, as borrower, Wells Fargo Bank, National Association, as administrative agent (in such capacity, the "Administrative Agent") and issuing lender, and the other lenders named therein, as lenders (the "Credit Agreement"). The Credit Agreement provides for a $500.0 million senior secured revolving credit facility, with a sublimit for the issuance of letters of credit equal to $15.0 million.

The lenders will redetermine the borrowing base under the Credit Agreement by the beginning of August 2013, November 2013, February 2014 and May 2014, and thereafter on a semi-annual basis by the beginning of each May and November. In addition, each of TUSA, on the one hand, and the lenders, on the other hand, may request an unscheduled borrowing base redetermination once during the first year of the Credit Agreement and twice during each subsequent year. If at any time the borrowing base is less than the amount of outstanding credit exposure under the revolving credit facility, TUSA will be required to (i) pledge additional collateral, (ii) prepay the principal amount of the loans in an amount sufficient to eliminate the excess, (iii) prepay the excess in five equal monthly installments, or (iv) any combination of options (i) through (iii). As of April 11, 2013, the borrowing base was set by the banks at $110.0 million.

Borrowings under the Credit Agreement bear interest, at TUSA's option, at either
(i) the ABR (the highest of (A) the administrative agent's prime rate, (B) the federal funds rate plus 0.5%, or (C) the one-month eurodollar rate (as defined in the Credit Agreement) plus 1%,), plus an applicable margin that ranges between 0.75% and 1.75%, depending on TUSA's utilization percentage of the then effective borrowing base, or (ii) the eurodollar rate plus an applicable margin that ranges between 1.75% and 2.75%, depending on TUSA's utilization percentage of the then effective borrowing base. TUSA may prepay borrowings under the Credit Agreement at any time without premium or penalty (other than customary LIBOR breakage costs), subject to certain notice requirements. All borrowings under the Credit Agreement mature on April 11, 2018.

TUSA will pay a per annum fee on all letters of credit issued under the Credit Agreement, which fee will equal the applicable margin for loans accruing interest based on the eurodollar rate and a fronting fee to the Issuing Lender equal to 0.125% of the letter of credit amount. TUSA will pay a commitment fee that ranges between 0.375% and 0.50% per annum on the unused availability under the Credit Agreement. In connection with entering into the Credit Agreement, TUSA paid certain upfront fees to the lenders thereunder, and TUSA paid certain arrangement and other fees to the Administrative Agent.

The Credit Agreement contains representations, warranties and covenants that are customary for similar credit arrangements, including, among other things, covenants relating to (i) financial reporting and notification, (ii) payment of obligations, (iii) compliance with


applicable laws, and (iv) notification of certain events.

The Credit Agreement also contains various covenants and restrictive provisions that may, among other things, limit TUSA's ability to sell assets, incur additional indebtedness, make investments or loans and create liens.

The Credit Agreement provides that TUSA must maintain a ratio of consolidated current assets to consolidated current liabilities (the "Consolidated Current Ratio") of at least 1.0 to 1.0. The Credit Agreement provides that the ratio of TUSA's consolidated debt to consolidated EBITDAX (the "Leverage Ratio") (determined as of the end of each fiscal quarter for the then most-recently ended four fiscal quarters) may not be greater than 4.0 to 1.0.

The revolving credit facility is collateralized by certain of TUSA's assets, including (i) at least 80% of the adjusted engineered value of TUSA's oil and gas interests evaluated in determining the borrowing base for the revolving credit facility, and (ii) all of the personal property of TUSA and its subsidiaries. The obligations under the Credit Agreement are guaranteed by TUSA's domestic subsidiaries.

The Credit Agreement includes events of default that TUSA believes are customary for similarly situated companies. Upon an event of default under the Credit Agreement, the Administrative Agent may, or at the direction of two or more lenders holding greater than two-thirds of the commitments under the Credit Agreement shall, terminate the commitments under the Credit Agreement and declare all amounts owed under the Credit Agreement to be due and payable. In addition, upon an event of default under the Credit Agreement, the Administrative Agent is empowered to exercise all rights and remedies of a secured party and foreclose upon the collateral securing the Credit Agreement, in addition to all other rights and remedies under the security documents described in the Credit Agreement.

The foregoing description of the Credit Agreement is not complete and is qualified by reference to the complete document. A copy of the Credit Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is 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 concerning the Credit Agreement is incorporated herein by reference.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 10.1   Amended and Restated Credit Agreement, dated April 11, 2013, among
               Triangle USA Petroleum Corporation, as Borrower, Wells Fargo Bank,
               National Association, as Administrative Agent and Issuing Lender, and
               the Lenders Named Herein, as Lenders


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