SOURCE: Brigham Exploration

September 27, 2010 07:30 ET

Brigham Exploration Company Announces Results to Date of Tender Offer and Receipt of Requisite Consents

AUSTIN, TX--(Marketwire - September 27, 2010) - Brigham Exploration Company (NASDAQ: BEXP) announced today the results to date of the previously announced cash tender offer and consent solicitation (the "Offer") for any and all of its $160 million outstanding principal amount of 9 5/8% senior notes due 2014 (CUSIP No. 109178AB9) (the "Notes") and receipt of the requisite consents to adopt the proposed amendments to the indenture governing the Notes. As of 5:00 p.m., New York City time, on September 24, 2010 (the "Consent Date"), which was the deadline for holders to tender their Notes in order to receive the consent payment in connection with the Offer, tenders and consents had been received from holders of $154.4 million in aggregate principal amount of the Notes, representing approximately 96.5% of the outstanding Notes. 

Accordingly, based on the receipt of the consents, Brigham intends to execute a supplemental indenture (the "Supplemental Indenture") to the indenture governing the Notes to eliminate substantially all of the restrictive covenants and certain events of default and to shorten the redemption notice period from 30 days to three days. The Supplemental Indenture will not become operative until Brigham purchases a majority in aggregate principal amount of the outstanding Notes pursuant to the terms of the Offer, which is expected to occur later today, September 27, 2010. The Supplemental Indenture will thereafter be binding on the holders of Notes not purchased in the Offer.

Brigham's obligation to accept for purchase, and to pay for, any Notes pursuant to the Offer is subject to a number of conditions that are set forth in the Offer to Purchase and Consent Solicitation Statement dated September 13, 2010 (the "Offer to Purchase"), including the closing of Brigham's previously announced public offering of $300 million of its 8.750% Senior Notes due 2018 which is expected to occur today. Subject to the satisfaction or waiver of these conditions, all Holders who validly tendered (and did not validly withdraw) their Notes prior to the Consent Date will receive total consideration equal to $1,052.00 per $1,000 principal amount of the Notes, which includes a consent payment of $30.00 per $1,000 principal amount of the Notes, plus accrued and unpaid interest on the Notes up to, but not including, the payment date.

In accordance with the terms of the Offer, withdrawal rights with respect to the tendered Notes expired at 5:00 p.m., New York City time, on September 24, 2010 (the "Withdrawal Deadline"). Accordingly, holders may not withdraw Notes previously or hereafter tendered, except as required by law.

Holders who tender (and do not validly withdraw) their Notes after the Consent Date and prior to the expiration of the Offer, will be entitled to receive consideration equal to $1,022.00 per $1,000 principal amount of the Notes, plus any accrued and unpaid interest on the Notes up to, but not including, the payment date. Holders of Notes tendered after the Consent Date will not receive a consent payment. The tender offer will expire at 11:59 p.m., New York City time on October 8, 2010, unless extended or earlier terminated.

If the conditions set forth in the Offer are met and Brigham accepts the Notes tendered by the Consent Date, Brigham intends to call for redemption on October 8, 2010, all Notes that remain outstanding after the consummation of the Offer at a redemption price of $1,048.13 per $1,000 principal amount of Notes, plus accrued and unpaid interest up to, but not including, the redemption date.

The complete terms and conditions of the Offer are described in the Offer to Purchase, copies of which may be obtained from i-Deal LLC, the information agent for the Offer, at (877) 746-3583 (U.S. toll-free) or (201) 499-3500 (collect).

Brigham has engaged Credit Suisse and BofA Merrill Lynch to act as the dealer managers and solicitation agents in connection with the Offer. Questions regarding the Offer may be directed to Credit Suisse Securities (USA) LLC, Liability Management Group, at (800) 820-1653 (U.S. toll-free) and (212) 325-5912 (collect) or BofA Merrill Lynch, Liability Management Group, at (888) 292-0070 (U.S. toll-free) and (980) 388-9217 (collect).

This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The Offer is being made solely by the Offer to Purchase and Consent Solicitation Statement dated September 13, 2010.

About Brigham Exploration
Brigham Exploration Company is an independent exploration, development and production company that utilizes advanced exploration, drilling and completion technologies to systematically explore for, develop and produce domestic onshore oil and natural gas reserves. For more information about Brigham Exploration, please visit our website at www.bexp3d.com or contact Investor Relations at 512-427-3444.

Forward-Looking Statement Disclosure
Except for the historical information contained herein, the matters discussed in this news release are forward-looking statements within the meaning of the federal securities laws. Important factors that could cause our actual results to differ materially from those contained in the forward-looking statements include our ability to consummate a new debt financing and satisfy the other conditions to the tender offer, initial production rates which decline steeply over the early life of wells, particularly our Williston basin horizontal wells for which we estimate the average monthly production rates may decline by approximately 70% in the first twelve months of production, our growth strategies, our ability to successfully and economically explore for and develop oil and gas resources, anticipated trends in our business, our liquidity and ability to finance our exploration and development activities, market conditions in the oil and gas industry, our ability to make and integrate acquisitions, the impact of governmental regulation and other risks more fully described in the company's filings with the Securities and Exchange Commission. Forward-looking statements are typically identified by use of terms such as "may," "will," "expect," "anticipate," "estimate" and similar words, although some forward-looking statements may be expressed differently. All forward-looking statements contained in this release, including any forecasts and estimates, are based on management's outlook only as of the date of this release, and we undertake no obligation to update or revise these forward-looking statements, whether as a result of subsequent developments or otherwise.

Contact Information

  • Contact:

    Rob Roosa
    Finance Manager
    (512) 427-3300