Attached files
file | filename |
---|---|
EX-3.1 - EX-3.1 - SABINE OIL & GAS CORP | d755268dex31.htm |
EX-10.2 - EX-10.2 - SABINE OIL & GAS CORP | d755268dex102.htm |
EX-2.1 - EX-2.1 - SABINE OIL & GAS CORP | d755268dex21.htm |
EX-4.1 - EX-4.1 - SABINE OIL & GAS CORP | d755268dex41.htm |
EX-99.1 - EX-99.1 - SABINE OIL & GAS CORP | d755268dex991.htm |
EX-10.1 - EX-10.1 - SABINE OIL & GAS CORP | d755268dex101.htm |
8-K - 8-K - SABINE OIL & GAS CORP | d755268d8k.htm |
Exhibit 99.2
|
Forest & Sabine Transaction Structure Update
July 2014
|
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
Sabines existing 2nd
Lien Term Loan Due 2018
Sabines existing 9.75% Senior Notes due 2017
Forest Oil
(4)
Corporation
Forests existing 7.25%
Senior Notes due 2019
Forests 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
|
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
Sabines existing 2nd
Lien Term Loan Due 2018
Sabines 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
Forests existing 7.25% Senior Notes due 2019
Forests existing 7.50% Senior Notes due 2020