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): December 1, 2011
BRIGHAM EXPLORATION COMPANY
(Exact name of registrant as specified in its charter)
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Delaware
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001-34224
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75-2692967
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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6300 Bridgepoint Pkwy, Bldg. Two, Suite 500, Austin, Texas
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78730
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (512) 427-3300
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 (
see
General Instruction
A.2):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Introductory Note
As previously announced, on October 17, 2011, Brigham Exploration Company, a Delaware corporation (the
Company
), entered into an Agreement and Plan of Merger (the
Merger
Agreement
) with Statoil ASA, a public limited liability company organized under the laws of the Kingdom of Norway (
Parent
), and Fargo Acquisition Inc., a Delaware corporation (
Merger Sub
) and an
indirect wholly owned subsidiary of Parent, pursuant to which Merger Sub commenced an offer (the
Offer
) on October 28, 2011 to acquire all of the outstanding shares of the Companys common stock, par value $0.01 per
share (the
Shares
), for $36.50 per Share, net to the stockholders in cash (the
Offer Price
), without interest thereon and less any applicable withholding taxes.
The initial offering period for the Offer expired at 12:00 midnight, New York City time, at the end of Wednesday, November 30, 2011
(the
Expiration Date
). According to the American Stock Transfer & Trust Company, LLC, the depositary for the Offer (the
Depositary
), as of the Expiration Date, approximately 96,913,613 million
Shares had been validly tendered and not validly withdrawn pursuant to the Offer, which tendered Shares represent approximately 81.76% of the total outstanding Shares as of the Expiration Date. According to the Depositary, as of the Expiration Date,
the Depositary had also received commitments to tender 7,115,922 additional Shares under the guaranteed delivery procedures for the Offer. On December 1, 2011, Merger Sub accepted for payment, and stated that it would promptly pay for, all
Shares validly tendered and not validly withdrawn on or prior to the Expiration Date (the
Acceptance Time
).
Pursuant to the Merger Agreement, Merger Sub has elected to provide a subsequent offering period for all remaining untendered Shares,
which commenced on December 1, 2011 and will expire at 12:00 midnight, New York City time, at the end of Wednesday, December 7, 2011. During the subsequent offering period, holders of Shares who did not previously tender their Shares into
the Offer may do so and will receive the same purchase price as paid pursuant to the Offer of $36.50 per Share, net to the stockholders in cash, without interest, less any applicable withholding taxes. Shares properly tendered during the subsequent
offering period will be accepted as they are tendered and paid for promptly as they are received.
Item 3.02.
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Unregistered Sales of Equity Securities.
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As previously announced in the Companys Schedule 14D-9, which was filed by the Company with the Securities and Exchange Commission on October 28, 2011 and amended on November 1,
2011, November 4, 2011, November 7, 2011, November 10, 2011, November 15, 2011, November 16, 2011, November 22, 2011, November 23, 2011, November 30, 2011,
December 1, 2011 and December 6, 2011, the Companys Board of Directors (the
Board
) authorized on November 2, 2011 (a) a conditional partial redemption (the
2018 Note Redemption
) of the
Companys 8.750% Senior Notes due 2018, governed by an Indenture dated September 27, 2010, among the Company, the Guarantors named therein and Wells Fargo Bank, National Association, as Trustee (the
2018 Notes
), and
(b) a conditional redemption (the
2019 Note Redemption
) of the Companys 6-7/8% Senior Notes due 2019, governed by an Indenture dated May 19, 2011, among the Company, the Guarantors named therein and Wells Fargo
Bank, National Association, as Trustee (the
2019 Notes
).
2018 Note Redemption
Pursuant to the 2018 Note Redemption, the Company agreed, subject to specified conditions, to redeem $105 million in principal amount of
the 2018 Notes, out of a total outstanding principal amount of $300 million, at a redemption price equal to 108.750% of the principal. The 2018 Note Redemption was conditioned upon the consummation by the Company of an equity offering prior to the
redemption in an amount sufficient to consummate the redemption, and such equity offering was conditioned upon (1) the occurrence of the Acceptance Time in connection with the Offer and (2) the approval of such equity offering by the
Companys Board after the Acceptance Time.
2019 Note Redemption
Pursuant to the 2019 Note Redemption, the Company agreed to, subject to specified conditions, redeem (a) $105 million in principal amount of the 2019 Notes (
Tranche A
), out of a
total outstanding principal amount of $300 million, at a redemption price equal to 106.875% of principal, and (b) the remaining $195 million in principal amount of the 2019 Notes (
Tranche B
) at a redemption price equal to
110.0% of principal. The redemption of Tranche A was conditioned upon the consummation by the Company of an equity offering prior to the redemption in an amount sufficient to consummate the redemption, and such equity offering was conditioned upon
(1) the occurrence of the Acceptance Time in connection with the Offer and (2) the approval of such equity offering by the Board after the Acceptance Time. The redemption of Tranche B is conditioned upon the consummation of the merger or
Merger Sub with and into the Company pursuant to the Merger Agreement (the
Merger
).
On December 5,
2011, the Companys Board approved an equity offering of 6,249,857 newly-issued shares of the Companys common stock, par value $0.01 per share, to Merger Sub for an aggregate purchase price of $228,119,791.66, the proceeds of which were
used to redeem the $105 million in principal amount of the 2018 Notes and Tranche A of the 2019 Notes.
The shares of common
stock were issued in reliance on Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended. Merger Sub represented to the Company that it is an accredited investor as defined in Regulation D.
The disclosure contained in the Introductory Note is incorporated herein by reference. The foregoing description of the Merger Agreement
is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by the Company on October 21, 2011.
Item 5.01.
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Changes in Control of Registrant.
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As described in the Introductory Note above, at the Acceptance Time, Merger Sub accepted for payment all Shares validly tendered and not withdrawn pursuant to the Offer on or prior to the Expiration Date.
As a result of the acceptance of such Shares, a change in control of the Company occurred. Parent has reported that the funds for the purchase of Shares by Merger Sub pursuant to the Offer came from Parents available cash.
As the final step of the acquisition process, upon the expiration of the subsequent offering period at 12:00 midnight, New York City
time, at the end of Wednesday, December 7, 2011, if Parent and its Affiliates (as defined in the Merger Agreement) own at least 90% of the outstanding Shares of the Company, then Parent and Merger Sub expect to effect the Merger as promptly as
practicable as a short-form merger under Delaware law, with the Company surviving. If, upon the expiration of the subsequent offering period at 12:00 midnight, New York City time, at the end of Wednesday, December 7, 2011, Parent and its
Affiliates do not own at least 90% of the outstanding Shares, but own a sufficient number of Shares to exercise the Top-Up Option (as defined in the Merger Agreement) pursuant to the terms and conditions of the Merger Agreement, then Merger Sub
expects to exercise the Top-Up Option as promptly as practicable and, as promptly as practicable thereafter, to effect a short-form merger under Delaware law to consummate the Merger.
At the effective time of the Merger, each Share issued and outstanding immediately prior to the effective time of the Merger (other than
(i) Shares then owned by Parent, the Company or any of their respective direct or indirect wholly owned subsidiaries, and (ii) Shares that are held by any stockholders who properly demand appraisal in connection with the Merger) will cease
to be issued and outstanding and will be converted into the right to receive an amount in cash equal to the Offer Price, without interest. Following the Merger, Shares will no longer be listed on the NASDAQ Global Select Market.
The Merger Agreement also provided Parent and Merger Sub with certain rights to designate Board members, which rights were exercised on
December 5, 2011, as described in Item 5.02 below.
The disclosure contained in the Introductory Note and in
Item 5.02 is incorporated herein by reference. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by the Company on
October 21, 2011.
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On December 5, 2011, pursuant to the terms of the Merger Agreement, upon the payment for Shares
tendered into the Offer, Parent became entitled to designate a number of individuals, rounded up to the next whole number, to the Companys Board that is equal to the percentage of the total outstanding Shares held by Parent, Merger Sub and
their affiliates. Effective as of December 5, 2011, in accordance with the Merger Agreement and the Companys charter documents, the Board increased the size of the Board from seven members to nine members and the following directors
resigned from the Board: Ben M. Bud Brigham, David T. Brigham, Harold D. Carter and Hobart A. Smith. Following the effectiveness of the increase in the size of the Board and the resignations of such directors and in accordance with the
terms of the Merger Agreement and the Companys charter documents, the Board filled the vacancies created by such newly created directorships and resignations by appointing the following designees of Parent to serve as directors of the Company:
Jason Nye, Heidi Wolden, Kathy Kanocz, Andrew Byron Winkle, Paul Owen and Irene Rummelhoff. Committee appointments for such newly appointed directed have not yet been determined.
The disclosure contained in the Introductory Note and in Item 5.01 is incorporated herein by reference. The foregoing description of
the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by the Company on October 21, 2011.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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BRIGHAM EXPLORATION COMPANY
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Date: December 7, 2011
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By:
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/s/ KARI A. POTTS
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Name: Kari A. Potts
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Title: General Counsel and Secretary
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Brigham Exploration (MM) (NASDAQ:BEXP)
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