UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
January 24, 2003
Abraxas Petroleum Corporation
(Exact name of registrant as specified in its charter)
Nevada
(State of other jurisdiction of incorporation)
0-19118 74-2584033
(Commission File Number) (I.R.S. Employer Identification Number)
500 N. Loop 1604 East, Suite 100
San Antonio, Texas 78232
(Address of principal executive offices)
Registrant's telephone number,
including area code:
210-490-4788
Item 5.OTHER EVENTS
See attached Press Release
The following exhibits are filed as part of this report:
NUMBER DOCUMENT
99.1 Press release dated January 24, 2003
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ABRAXAS PETROLEUM CORPORATION
By:__/s/Chris Williford__________
Chris Williford
Executive Vice President, Chief Financial
Officer and Treasurer
Dated: January 24, 2003
Exhibit 99.1
NEWS RELEASE
ABRAXAS ANNOUNCES CLOSING OF CANADIAN ASSET SALE,
NEW SENIOR SECURED CREDIT FACILITY,
AND COMPLETION OF EXCHANGE OFFER AND REDEMPTION OF DEBT
SAN ANTONIO, TX (January 24, 2003) - Abraxas Petroleum Corporation
("Abraxas") (AMEX:ABP) and its wholly owned subsidiaries, Canadian Abraxas
Petroleum Limited ("Canadian Abraxas") and Grey Wolf Exploration Inc. ("Grey
Wolf") today announced the following transactions:
o The closing of the sale of the capital stock of Canadian Abraxas and
Grey Wolf to a Canadian royalty trust for approximately $138 million.
The sale of Canadian Abraxas and Grey Wolf represents the sale of
approximately 60 Bcfe of net proved reserves and 4,500 Boepd of
production at a purchase price of approximately $2.30 per Mcfe and over
$30,000 per Boepd. Significant assets remain in Canada and will be
operated under a new wholly-owned Canadian subsidiary, retaining the
name Grey Wolf Exploration Inc.
o The closing of a new senior secured credit facility consisting of a
term loan facility of $4.2 million and a revolving credit facility of
up to $50 million with an initial borrowing base of $45.5 million, of
which $42.5 million was used to fund the exchange offer described below
and $3.0 million of which will be available to fund the continued
development of our existing crude oil and natural gas properties.
o The closing of Abraxas' exchange offer, pursuant to which Abraxas will
pay $264 in cash, and issue $610 principal amount of new 11 1/2%
Secured Notes due 2007, Series A, and approximately 31.36 shares of
Abraxas common stock for each $1,000 in principal amount of the
outstanding 11 1/2% Senior Secured Notes due 2004, Series A, and 11
1/2% Senior Notes due 2004, Series D, issued by Abraxas and Canadian
Abraxas, which were tendered and accepted in the exchange offer. An
aggregate of approximately $180 million in principal amount of the
notes were tendered in the exchange offer and the remaining notes not
tendered were discharged.
o The repayment and discharge of Abraxas' 12?% Senior Secured Notes due
2003, principal amount of $63.5 million, out of the proceeds of the
transactions described above.
o The repayment of Grey Wolf's senior secured credit facility with Mirant
Canada Energy Capital Ltd. in the amount of approximately $46.3
million.
These transactions reduced the Company's total proved reserves (as of
December 31, 2001) by 36%, reduced our long-term debt (pro forma as of September
30, 2002) by 45% and reduced our cash interest expense (pro forma as of
September 30, 2002) by 90%.
The notes and shares of Abraxas common stock issued in the exchange
offer have not been registered under the Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold in the United States without
registration under the Securities Act or pursuant to an exemption from
registration.
CIBC World Markets and BMO Nesbitt Burns acted as co-lead financial
advisors to the Company in connection with the sale of Canadian assets.
Jefferies & Company, Inc. acted as dealer manager of the exchange offer
and Mellon Investor Services, LLC acted as information agent for the exchange
offer.
Abraxas Petroleum Corporation is a San Antonio-based crude oil and
natural gas exploitation and production company that also processes natural gas.
The Company operates in Texas, Wyoming and western Canada.
Safe Harbor for forward-looking statement: Statements in this release
looking forward in time involve known and unknown risks and uncertainties, which
may cause the Company's actual results in future periods to be materially
different from any future performance suggested in this release. Such factors
may include, but may not be necessarily limited to, changes in the prices
received by the Company for crude oil and natural gas. In addition, the
Company's future crude oil and natural gas production is highly dependent upon
the Company's level of success in acquiring or finding additional reserves.
Further, the Company operates in an industry sector where the value of
securities is highly volatile and may be influenced by economic and other
factors beyond the Company's control. In the context of forward-looking
information provided for in this release, reference is made to the discussion of
risk factors detailed in the Company's filing with the Securities and Exchange
Commission during the past 12 months.
FOR MORE INFORMATION CONTACT:
Janice Herndon/Manager Corp. Communications
Telephone 210.490.4788
jherndon@abraxaspetroleum.com
www.abraxaspetroleum.com