Attached files

file filename
EX-3.1 - EX-3.1 - SABINE OIL & GAS CORPd755268dex31.htm
EX-10.2 - EX-10.2 - SABINE OIL & GAS CORPd755268dex102.htm
EX-2.1 - EX-2.1 - SABINE OIL & GAS CORPd755268dex21.htm
EX-4.1 - EX-4.1 - SABINE OIL & GAS CORPd755268dex41.htm
EX-99.1 - EX-99.1 - SABINE OIL & GAS CORPd755268dex991.htm
EX-10.1 - EX-10.1 - SABINE OIL & GAS CORPd755268dex101.htm
8-K - 8-K - SABINE OIL & GAS CORPd755268d8k.htm

Exhibit 99.2

 

LOGO

 

Forest & Sabine Transaction Structure Update

July 2014


LOGO

 

Old Transaction Structure

Combination

MGMT Public Funds Shareholders

Sabine

Forest Oil Investor Corporation Holdings LLC

(2) New Forest Sabine Oil & Oil Inc. Gas Holdings LLC

Forest Oil Merger Sub (1) Sabine Oil & Inc.

Gas Holdings II LLC

Sabine Oil & Gas LLC

1) Forest Oil Merger Sub Inc. is merged with and into Forest Oil, with Forest oil surviving as a wholly owned subsidiary of New Forest Oil Inc.

2) Sabine Investor Holdings LLC contributes stock / interests in Sabine Oil & Gas Holdings LLC and related First Reserve holding companies to New Forest Oil Inc. in exchange for shares of New Forest Oil Inc.

3) (1) and (2), together, are intended to qualify as a tax-free incorporation under Section 351

Note: Diagram excludes intermediate First Reserve holding companies.

Consolidation

Public

Shareholders FRC & Sabine Management

Sabine Oil & Gas Corporation (“SABO”) (formerly New Forest Oil Inc.)

Sabine Oil & Gas Holdings LLC

Sabine Oil & Gas Holdings II LLC

Sabine Oil &

Gas LLC

Sabine’s existing 2nd

Lien Term Loan Due 2018

Sabine’s existing 9.75% Senior Notes due 2017

Forest Oil

(4)

Corporation

Forest’s existing 7.25%

Senior Notes due 2019

Forest’s existing 7.50%

Senior Notes due 2020

4) SOGH II and Sabine O&G will be merged with and into Forest Oil Corporation, with Forest Oil Corporation surviving

FOREST OIL CORPORATION

Post Closing Date Structure

Public Shareholders

Sabine Oil & Gas Corporation (“SABO”) (formerly New Forest Oil Inc.)

Sabine Oil & Gas Holdings LLC (former holdco of Sabine Oil & Gas LLC)

Forest Oil Corporation

Forest and Sabine Subsidiaries(7) / Assets

5) Assumes only existing revolvers are replaced on closing date

6) Change of Control tripped; put right exists; backstop financing commitments are in place for put

7) Guarantors of Forest Oil Corporation debt, subject to certain exceptions

1

(5)

New $1,000 MM Borrowing Base Revolving Credit Facility

$578 MM Forest 2019 Notes(6)

$222 MM Forest 2020 Notes(6) $650 nd

MM Sabine 2 Lien Term Loan

$350 MM Sabine 2017 Notes

FRC & Sabine Management


LOGO

 

New Transaction Structure

Combination

Public

Shareholders

Sabine Investor FR XI Onshore (1) Forest Oil

Holdings LLC AIV, LLC Corporation

Sabine Oil & Gas Holdings LLC

Sabine Oil & Gas Holdings II LLC

Sabine Oil & Gas LLC

Sabine’s existing 2nd

Lien Term Loan Due 2018

Sabine’s existing 9.75% Senior Notes due 2017

1) FR XI Onshore AIV, LLC and Sabine Investor Holdings LLC contribute stock / interests in Sabine Oil & Gas Holdings LLC and related First Reserve holding companies to Forest Oil Corporation in exchange for high vote preferred stock and common stock

Note: Diagram excludes intermediate First Reserve holding companies.

Consolidation

Public FRC and Shareholders Sabine Management

Forest Oil Corporation

(2)

Sabine Oil & Gas Holdings LLC

Sabine Oil & Gas Holdings II LLC

Sabine Oil & Gas LLC

2) Sabine Oil & Gas Holdings LLC, Sabine Oil & Gas Holdings II LLC, and Sabine Oil & Gas LLC are merged with and into Forest Oil Corporation, with Forest Oil Corporation Surviving, to accomplish preferred financing structure

3) These mergers are ignored for federal income tax purposes because Sabine Oil & Gas Holdings LLC, Sabine Oil & Gas Holdings II LLC, and Sabine Oil & Gas LLC are treated as disregarded entities for federal income tax purposes

FOREST OIL CORPORATION

Post Closing Date Structure

Public FRC and Shareholders Sabine Management

Forest Oil

Corporation (4) (expected to be renamed Sabine Oil & Gas Corporation)

Forest and Sabine Subsidiaries(6) / Assets

New $1,000 MM

Borrowing Base Revolving Credit Facility

$578 MM Forest 2019 Notes(5)

$222 MM Forest 2020 Notes(5) $650 nd

MM Sabine 2 Lien Term Loan

$350 MM Sabine 2017 Notes

4) Assumes only existing revolvers are replaced on closing date

5) Change of Control tripped; put right exists; backstop financing commitments are in place for put

6) Guarantors of Forest Oil Corporation debt, subject to certain exceptions

2

Forest’s existing 7.25% Senior Notes due 2019

Forest’s existing 7.50% Senior Notes due 2020