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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 18, 1998
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VISTA ENERGY RESOURCES, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 001-14575 75-2766114
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) Identification Number)
550 WEST TEXAS AVENUE
SUITE 700 79701
MIDLAND, TEXAS (Zip code)
(Address of principal
executive offices)
Registrant's telephone number, including area code: (915) 570-5045
NOT APPLICABLE
(former address if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 18, 1998, Vista Energy Resources, Inc., a Delaware
corporation (the "Company"), acquired a group of producing oil and gas
properties from IP Petroleum Company, Inc. ("IP") and certain of IP's working
interest partners for a cash purchase price of $19,100,000.
The properties acquired consist of the sellers' War-Wink area leases
located in Ward and Winkler counties, Texas. The Company gains operatorship and
working interests ranging from 65% to 85% in 65 wells producing from the Cherry
Canyon member of the Delaware formation. Current oil and gas production net to
the interests acquired by the Company is 650 barrels of oil and 2,150 thousand
cubic feet ("Mcf") of natural gas per day. Based on estimates prepared by
outside engineers effective as of October 1, 1998, and using a bank case
escalated price deck (starting at $15.00 per barrel and $1.80 per Mcf in 1999
and escalating at an annual rate of approximately 3% thereafter), the Company
estimates that this group of properties will add an additional 5.5 million
barrels of oil equivalent ("BOE") of total proved reserves (32 percent natural
gas and 68 percent oil) to the Company's existing 14.1 million BOE proved
reserve base.
The acquisition was financed through borrowings under the Company's new
$100,000,000 credit facility with BankBoston, N.A. The new facility was entered
into simultaneously with the closing of the IP acquisition, and provides for a
three-year revolving credit facility which converts to a three-year term loan in
December 2001. The credit facility is secured by a priority first lien on
substantially all of the Company's oil and gas properties, and availability is
governed by a borrowing base originally set at $55.0 million. Outstanding debt
immediately after the closing was $49.4 million. Interest rates under the new
facility range from 125 basis points over London Interbank Offered Rate
("LIBOR") to 250 basis points over LIBOR based on borrowing base utilization.
The assets acquired from IP include, among other things, equipment.
Such equipment was used by IP in connection with its oil and gas business. The
Company intends to continue to use such assets in the oil and gas business.
This announcement includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such forward-looking
statements include, without limitation, estimates with respect to reserves,
estimated production rates and growth opportunities. Although the Company
believes that the expectations reflected in such forward-looking statements are
reasonable, they can give no assurance that such expectations will prove to have
been correct. Important factors that could cause actual results to differ
materially from those in the forward-looking statements include risks inherent
in drilling and recompletion activities, the timing and extent of changes in
commodity prices, the future production decline rates of newly completed wells,
unforeseen engineering and mechanical or technological difficulties in drilling
and recompleting wells, and other risks more fully described in the Company's
previous filings with the Securities and Exchange Commission.
The Company's press release announcing the transaction is attached as
Exhibit 99.2.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
It is impracticable to provide the required financial statements at
this time. The required financial statements will be filed as soon as
practicable, but not later than 60 days after the date this report on
Form 8-K must be filed.
(b) PRO FORMA FINANCIAL INFORMATION
It is impracticable to provide the required proforma financial
information at this time. The required proforma financial information
will be filed as soon as practicable, but not later than 60 days after
the date this report on Form 8-K must be filed.
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(c) EXHIBITS
*99.2 Press Release of Vista Energy Resources, Inc. dated
December 18, 1998.
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*Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VISTA ENERGY RESOURCES, INC.
By: /s/ C. Randall Hill
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Name: C. Randall Hill
Title: Chairman and Chief Executive
Officer
Date: December 18, 1998
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
99.2* Press Release of Vista Energy Resources, Inc. dated
December 18, 1998.
</TABLE>
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*Filed herewith
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EXHIBIT 99.2
VISTA ANNOUNCES CLOSING OF ACQUISITION
MIDLAND, Texas, Dec. 18 /PR Newswire/ - Vista Energy Resources, Inc.
(AMEX: VEI) today announced the closing of its acquisition of a group of
producing oil and gas properties from IP Petroleum Company, Inc. and certain of
IP's working interest partners for a cash purchase price of $19.1 million.
The properties acquired consist of the sellers' War-Wink area leases
located in Ward and Winkler counties, Texas. Vista gains operatorship and
working interests ranging from 65% to 85% in 65 wells producing from the Cherry
Canyon member of the Delaware formation. Current oil and gas production net to
the interests acquired by Vista is 650 barrels of oil and 2,150 thousand cubic
feet (Mcf) of natural gas per day. Based on estimates prepared by outside
engineers effective as of October 1, 1998, and using a bank case escalated price
deck (starting at $15.00 per barrel and $1.80 per Mcf in 1999 and escalating at
an annual rate of approximately 3% thereafter), Vista estimates that this group
of properties will add an additional 5.5 million barrels of oil equivalent (BOE)
of total proved reserves (32 percent natural gas and 68 percent oil) to Vista's
existing 14.1 million BOE proved reserve base.
The acquisition was financed through borrowings under Vista's new
$100,000,000 credit facility with BankBoston, N.A. The new facility was entered
into simultaneously with the closing of the IP acquisition, and provides for a
three-year revolving credit facility which converts to a three-year term loan in
December 2001. The credit facility is secured by a priority first lien on
substantially all of the company's oil and gas properties, and availability is
governed by a borrowing base originally set at $55.0 million. Outstanding debt
immediately after the closing was $49.4 million. Interest rates under the new
facility range from 125 basis points over London Interbank Offered Rate (LIBOR)
to 250 basis points over LIBOR based on borrowing base utilization.
Vista President Steve Gray said, "This group of assets when combined
with our interests in the offsetting Delaware Fields, Caprito and Rhoda Walker,
creates Vista's largest core area in the Permian Basin. We believe these
properties may provide approximately 45 recompletion opportunities in the
prolific Cherry Canyon sands present in these properties. Additionally, the
properties include over 3,700 net undeveloped acres on which we intend to
conduct additional developmental drilling activities."
Vista Chairman and Chief Executive Officer Randy Hill said, "This
acquisition is very attractive to Vista. Based on our current reserve estimates
it represents a purchase at less than $3.50 per BOE for the total proved
reserves acquired and will significantly impact Vista's reserves, production and
cash flow in 1999. We are also very pleased to have entered into our new credit
facility with BankBoston which was negotiated and closed in less than 30 days
during a very difficult time period in our industry. The new facility allowed us
to close the IP acquisition and provides Vista with additional capital to
continue the growth of our company. We appreciate BankBoston's efforts in
putting this facility together and we look forward to expanding our relationship
with BankBoston in the future."
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Vista Energy Resources, Inc. (AMEX: VEI) is engaged in the acquisition,
development, production, and exploration for oil and natural gas. Vista owns and
operates oil and gas properties principally in the Permian Basin of West Texas
and Southeastern New Mexico and in the onshore regions of the Texas Gulf Coast.
This announcement includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21F of the Securities Exchange Act of 1934, as amended. Such forward-looking
statements include, without limitation, estimates with respect to reserves,
estimated production rates and growth opportunities. Although Vista believes
that the expectations reflected in such forward-looking statements are
reasonable, they can give no assurance that such expectations will prove to have
been correct. Important factors that could cause actual results to differ
materially from those in the forward-looking statements include risks inherent
in drilling and recompletion activities, the timing and extent of changes in
commodity prices, the future production decline rates of newly completed wells,
unforeseen engineering and mechanical or technological difficulties in drilling
and recompleting wells, and other risks more fully described in Vista's filings
with the Securities and Exchange Commission.
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