Issuer: |
Swift Energy Company | |
Guarantor:: |
Swift Energy Operating, LLC | |
Security Description: |
Senior Notes | |
Size: |
$225,000,000 | |
Maturity: |
January 15, 2020 | |
Coupon: |
8 7/8% | |
Offering Price: |
98.389% of face amount | |
Yield to Maturity: |
9.125% | |
Spread to Benchmark Treasury: |
+564 basis points | |
Benchmark Treasury: |
UST 3.625% due August 15, 2019 | |
Ratings: |
Moodys: B31 | |
S&P: BB- 1 | ||
Interest Payment Dates: |
January 15 and July 15 commencing January 15, 2010 | |
Gross Proceeds: |
$221,375,250 | |
Net Proceeds to Issuer (before expenses): |
$216,875,250 | |
Optional Redemption: |
||
First Call Date: |
January 15, 2015 | |
Make-Whole Call: |
Before the first call date at a discount rate of Treasury plus 50 basis points | |
Redemption Prices: |
||
Commencing January 15, 2015: 104.438% | ||
Commencing January 15, 2016: 102.958% | ||
Commencing January 15, 2017: 101.479% | ||
Commencing January 15, 2018: 100.000% | ||
Redemption with Proceeds of Equity Offering: |
Prior to January 15, 2013, up to 35% may be redeemed at 108.875% | |
Change of control: |
Put at 101% of principal plus accrued interest | |
Trade Date: |
November 10, 2009 | |
Settlement: |
T+10; November 25, 2009 | |
Denominations: |
$2,000 and integral multiples of $1,000 | |
CUSIP/ISIN: |
870738 AG6/US870738AG64 | |
Form of Offering: |
SEC Registered (Registration No. 333-159341) |
1 | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
Joint Book-Running Managers: |
J.P. Morgan Securities Inc. | |
Goldman, Sachs & Co. | ||
RBC Capital Markets Corporation | ||
Wells Fargo Securities, LLC | ||
Senior Co-Managers: |
BNP Paribas Securities Corp. | |
Calyon Securities (USA) Inc. | ||
SG Americas Securities, LLC | ||
Co-Managers: |
BBVA Securities, Inc. | |
Comerica Securities, Inc. | ||
Natixis Bleichroeder LLC |
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At September 30, 2009 | ||||||||
(unaudited) | ||||||||
Actual | As Adjusted(1) | |||||||
(dollars in thousands) | ||||||||
Cash and cash equivalents |
$ | 154 | $ | 154 | ||||
Long-term debt: |
||||||||
Bank borrowings (2) |
80,800 | 17,234 | ||||||
8 7/8% Senior Notes Due 2020 |
| 225,000 | ||||||
7 1/8% Senior Notes Due 2017 |
250,000 | 250,000 | ||||||
7 5/8% Senior Notes Due 2011 |
150,000 | | ||||||
Total long-term debt |
$ | 480,800 | $ | 492,234 | ||||
Stockholders equity |
||||||||
Common stock |
379 | 379 | ||||||
Additional paid-in capital |
548,395 | 548,395 | ||||||
Treasury stock held, at cost |
(9,183 | ) | (9,183 | ) | ||||
Retained earnings |
121,818 | 119,240 | (3) | |||||
Other comprehensive loss |
(23 | ) | (23 | ) | ||||
Total stockholders equity. |
661,386 | 658,808 | ||||||
Total capitalization |
$ | 1,142,186 | $ | 1,151,042 | ||||
(1) | Assumes the redemption of all of our 7 5/8% senior notes due 2011 at a redemption price of 101.906% of the principal amount of the notes to be redeemed, but does not include payment of accrued interest through the date of redemption. Reflects offering fees and expenses. | |
(2) | As of October 31, 2009, our outstanding bank borrowings were $65.8 million. Accordingly, after giving effect to this offering and the application of the net proceeds thereof, our bank borrowings would have been $2.2 million under our bank credit facility, excluding $0.8 million letters of credit, at such date. | |
(3) | Reflects redemption of all of our 7 5/8% senior notes due 2011 at a premium and write off of unamortized debt discount. |
3