sfy_8k-06012007.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_________________________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (or Date of Earliest Event Reported): June 1,
2007
SWIFT
ENERGY COMPANY
(Exact
name of Registrant as specified in its charter)
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Texas
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1-8754
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20-3940661
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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16825
Northchase Drive, Suite 400
Houston,
Texas 77060
(Address
of principal executive offices)
(281)
874-2700
(Registrant’s
telephone number)
Not
Applicable
(Former
Name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section 2
— Financial Information
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Item 2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
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On
June
1, 2007, Swift Energy Company (the “Company” or “Swift Energy”)
completed a public offering of $250 Million of 7⅛% Senior Notes due 2017 (the
“Notes”) under a first supplemental indenture dated June 1, 2007, attached here
to as Exhibit 4.1, to the base indenture dated May 16, 2007, attached to the
Company’s registration statement on Form S-3 (Registration No. 333-143034) as
Exhibit 4.1 (collectively referred to herein as the
“Indenture”). Interest on the notes is payable on June 1 and
December 1 of each year, beginning December 1, 2007. The Notes will
mature on June 1, 2017. Interest will accrue from June 1,
2007. The Notes were issued pursuant to a registration statement
filed May 17, 2007, which became effective the day of filing.
The
Company may redeem the Notes on and after June 1, 2012. Prior to
June 1, 2010, the Company may redeem up to 35% of the Notes at a price of
107.125% with the proceeds of certain equity offerings. In addition, Swift
Energy may redeem the Notes prior to June 1, 2012 at a price equal to 100%
of the principal amount plus the applicable premium set forth in the
Indenture.
The
Notes
will be the Company’s senior unsecured obligations and will rank equally in
right of payment with all of the Company’s existing and future senior unsecured
debt and senior to any future subordinated debt that the Company may incur.
The
Notes will be unconditionally guaranteed initially by the Company’s principal
domestic operating subsidiary, Swift Energy Operating, LLC on a senior unsecured
basis. This guarantee of the Notes will rank equally in right of payment with
the guarantor’s existing and future senior debt, including its indebtedness
under the existing bank credit facility, and senior to any future subordinated
debt that it may incur.
The
following are summaries of Events of Default under the Indenture with respect
to
the Notes:
(a) failure
to pay any interest on the Notes when due, continued for
30 days;
(b) failure
to pay principal of (or premium, if any, on) the Notes when due;
(c) failure
to comply with the provisions of the Indenture described under “Merger,
consolidation and sale of substantially all assets”;
(d) failure
to perform any other covenant of Swift Energy in the Indenture, continued for
30 days after written notice to the Company from the Trustee or the Holders
of at least 25% in aggregate principal amount of the outstanding
Notes;
(e) a
default by Swift Energy or any Restricted Subsidiary under any Indebtedness
for
borrowed money in an aggregate amount greater than $25.0 million (other
than Non-recourse Purchase Money Indebtedness) that results in acceleration
of
the maturity of such Indebtedness, or failure to pay any such Indebtedness
at
maturity, if such Indebtedness is not
discharged
or such acceleration is not rescinded or annulled within 30 days after
written notice as provided in the Indenture;
(f) one
or more final judgments or orders by a court of competent jurisdiction are
entered against the Company or any Restricted Subsidiary in an uninsured or
unindemnified aggregate amount outstanding at any time in excess of
$25.0 million and such judgments or orders are not discharged, waived,
stayed, satisfied or bonded for a period of 60 consecutive days;
(g) certain
events of bankruptcy, insolvency or reorganization with respect to Swift Energy
or any Significant Subsidiary; or
(h) a
Subsidiary Guaranty ceases to be in full force and effect (other than in
accordance with the terms of the Indenture and such Subsidiary Guaranty) or
a
Subsidiary Guarantor denies or disaffirms its obligations under its Subsidiary
Guaranty.
The
Indenture provides that if an Event of Default (other than an Event of Default
described in clause (g) above) with respect to the Notes at the time
outstanding shall occur and be continuing, either the Trustee or the Holders
of
at least 25% in aggregate principal amount of the outstanding Notes by notice
as
provided in the Indenture may declare the principal amount of the Notes to
be
due and payable immediately. If an Event of Default described in clause (g)
above with respect to the Notes at the time outstanding shall occur, the
principal amount of all the Notes will automatically, and without any action
by
the Trustee or any Holder, become immediately due and payable. After any such
acceleration, but before a judgment or decree based on acceleration, the Holders
of at least a majority in aggregate principal amount of the outstanding Notes
may, under certain circumstances, rescind and annul such acceleration if all
Events of Default, other than the nonpayment of accelerated principal, have
been
cured or waived as provided in the Indenture.
Subject
to the provisions of the Indenture relating to the duties of the Trustee, in
case an Event of Default shall occur and be continuing, the Trustee will be
under no obligation to exercise any of its rights or powers under the Indenture
at the request or direction of any of the Holders of the Notes, unless such
Holders shall have offered to the Trustee reasonable indemnity. Subject to
such
provisions for the indemnification of the Trustee, the Holders of at least
a
majority in aggregate principal amount of the outstanding Notes will have the
right to direct the time, method and place of conducting any proceeding for
any
remedy available to the Trustee or exercising any trust or power conferred
on
the Trustee with respect to the Notes.
An
opinion by Baker & Hostetler LLP related to the offering is attached as
Exhibit 8.1.
Section 9
— Financial Statements and Exhibits
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Item
9.01.
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Financial
Statements and
Exhibits.
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(d)
Exhibits. The
following exhibits are filed with this report on Form 8-K:
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Exhibit
Number
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Description
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4.1
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First
Supplemental Indenture dated as of June 1, 2007, between Swift Energy
Company, Swift Energy Operating, LLC and Wells Fargo Bank, National
Association relating to the 7⅛% Senior Notes due 2017
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8.1
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Opinion
of Baker & Hostetler LLP
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SIGNATURE
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 hereunto
duly authorized.
Date: June
7, 2007
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Swift
Energy Company
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By:
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/s/
Alton D. Heckaman, Jr.
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Alton
D. Heckaman, Jr
Executive
Vice President &
Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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4.1
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First
Supplemental Indenture dated as of June 1, 2007, between Swift Energy
Company, Swift Energy Operating, LLC and Wells Fargo Bank, National
Association relating to the 7⅛% Senior Notes due 2017
|
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8.1
|
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Opinion
of Baker & Hostetler LLP
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