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indebtedness, dividends to shareholders, liens,
investments, mergers, acquisitions, asset dispositions, repurchase
or redemptionof our common stock, speculative commodity transactions,
transactions with affiliates and other matters.
The Senior Credit Facility is subject to
customary events of default, the occurrence and continuation of
which could result in the acceleration of amounts due under the
facility by the agent or the lenders.
At December 31, 2007, we were in compliance
with all of our debt covenants.
Public Offerings in 2008 and 2007; and Private
Placements of Common Stock in 2006 and 2005.
In February 2008, we sold 2,587,500 shares
of our common stock in an underwritten public offering at a price
of $54.50 per share. With a portion of the proceeds we repaid $85.0
million of borrowings then outstanding under the Senior Credit Facility.
We plan to use the remaining proceeds to fund in part our 2008 capital
expenditure program.
In September 2007, we sold 1,800,000 shares
of our common stock to certain qualified investors in a registered
direct offering at a price of $41.40 per share. We used the net
proceeds to repay $54 million of outstanding borrowings under the
Senior Credit Facility and to fund in part our 2007 capital expenditure
program.
In July 2006, we sold 1,350,000 shares
of our common stock to institutional investors at a price of $26.00
per share in a private placement (the 2006 Private Placement).
The net proceeds, after deducting placement agents fees but
before paying offering expenses, of approximately $33.7 million
were principally used to fund a portion of our 2006 capital expenditures
program. In connection with the 2006 Private Placement, we entered
into Subscription and Registration Rights Agreements (the Subscription
and Registration Rights Agreements) with the investors in
the 2006 Private Placement. The Subscription and Registration Rights
Agreements provide registration rights with respect to the shares
purchased in the 2006 Private Placement. We filed a resale shelf
registration statement in connection with the 2006 Private Placement
that has been declaredeffective by the SEC. We are generally subject
to specified penalties in the event we do not maintain the effectiveness
of theregistration statement. We are subject to certain covenants
under the terms of the Subscription and Registration Rights Agreements,
including the requirement that the registration statement be kept
effective for resale of shares for two years. Incertain situations,
we are required to indemnify the investors in the 2006 Private Placement,
including without limitation, forcertain liabilities under the Securities
Act.
In the second quarter of 2005, we sold
1,200,000 shares of our common stock to institutional investors
at a price of $15.25 per share in a private placement (the 2005
Private Placement), a 4.7% discount to the close price on
the Nasdaq stock market for our common stock the day prior to pricing.
The net proceeds from the 2005 Private Placement, after the placement
agents fees but before offering expenses, were approximately
$17.2 million. We used the proceeds from the 2005 Private Placement
to fund a portion of our 2005 capital expenditure program, including
our drilling programs in the Barnett Shale and onshore Gulf Coast
areas.
Lease Option Arrangements
Due to the limited capital available in
the first half of 2006 to fund all of the Companys ongoing
lease acquisition efforts in the Barnett Shale and Other Shale plays,
the Company elected to enter into several lease option agreements
with a number of third parties and with Steven A. Webster, the Companys
chairman (collectively, the counterparties). The terms
and conditions of the leasing arrangement (agreement terms are described
below) with Mr. Webster are consistent with the leasing arrangements
the Company has entered into with the other third parties. These
leasing arrangements provide the Company the option to purchase
leases from the counterparties, over an option period, generally
90 days, for the counterparties original cost of the leases
plus an option fee. Strategically, these leasing arrangements have
allowed the Company to temporarily control important acreage positions
during periods that the Company has lacked sufficient capital to
directly acquire such oil and gas leases.
Since May 2006, the Company has acquired
certain oil and gas leases through the aforementioned lease option
arrangement with Mr. Webster. The acquisitions were made pursuant
to a land option agreement between Mr. Webster and the Company dated
January 25, 2006. The terms and conditions of this leasing arrangement
with Mr. Webster are consistent with leasing arrangements the Company
has entered into with the other third parties. Under the option
agreement, Mr. Webster agreed to acquire oil and gas leases in areas
where the Company is actively leasing or that it deems prospective.
On or before the 90th day from the date that Mr. Webster acquires
any lease in these areas, the Company has the option to acquire
these leases from Mr. Webster for 110% of Mr. Websters purchase
price or, on the 90th day, pay a non-refundable 10% option extension
fee to add a second 90-day option period. On or before the end of
this second 90-day option period, the Company has the option to
pay Mr. Webster 110% of his original purchase price to acquire the
lease. If, at the end of the second option period, the Company has
not exercised its purchase option, Mr. Webster will retain ownership
of the oil and gas leases. In addition to the
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