Magnum Hunter Resources Corporation and Certain of its Subsidiaries Enter into an Omnibus Settlement Agreement with Seminole Energy Services, L.L.C. and Certain of its Affiliates
Jan 14 14
On January 10, 2014, Magnum Hunter Resources Corporation and certain of its subsidiaries entered into an Omnibus Settlement Agreement and Release dated January 9, 2014 with Seminole Energy Services, L.L.C. and certain of its affiliates. The Settlement Agreement sets the terms of settlement of the following pending legal proceedings: Magnum Hunter Production, Inc. and Eureka Hunter Pipeline, LLC v. Seminole Energy Services, L.L.C., and Seminole Gas Company, L.L.C., brought under the Federal Arbitration Act; Magnum Hunter Production, Inc., f/k/a NGAS Production Co. v. Seminole Murphy Liquids Terminal, L.L.C., Civil Action No. 12-CI-2838, in the Fayette Circuit Court, Division 9, Commonwealth of Kentucky; Magnum Hunter Production, Inc. v. Seminole Energy Services, L.L.C., Cause No. 2012-44241, in the 190 Judicial District of Harris County, Texas; and Seminole Energy Services, L.L.C. and Seminole Gas Company, L.L.C. v. Magnum Hunter Resources Corporation and NGAS Resources, Inc., Case No. CJ-2013-01420, in the District Court of Tulsa County, Oklahoma. The disputes underlying these legal proceedings generally related to: a cryogenic natural gas processing plant jointly owned by one of the Magnum Hunter Parties and one of the Seminole Parties, located in the vicinity of Rogersville, Tennessee; a natural gas liquids storage and rail terminal located near the Rogersville Plant owned by one of the Seminole Parties, which terminal receives natural gas liquids production from the Rogersville Plant; the marketing by one of the Seminole Parties of the residue natural gas of one of the Magnum Hunter Parties produced from the Rogersville Plant; and certain contractual horizontal well drilling obligations of the Company in the Appalachian Basin owed to Seminole, the natural gas production from which Magnum Hunter wells would be gathered by a natural gas gathering system located in southeastern Kentucky, northeastern Tennessee and western Virginia owned by two of the Seminole Parties and processed at the Rogersville Plant. In connection with and pursuant to the terms of the Settlement Agreement, Magnum Hunter and Seminole have agreed to release and discharge each other from all claims and causes of action alleged in, arising from or related to such legal proceedings, the Parties agreed to terminate certain existing agreements among two or more of the Parties, which termination was effective immediately prior to year-end on December 31, 2013, the Parties agreed to amend certain existing agreements among two or more of the Parties, which amendments were effective immediately prior to year-end on December 31, 2013, and two or more of the Parties entered into certain new, related agreements effective immediately prior to year-end on December 31, 2013. By terminating and amending such agreements and entering into the New Agreements, the Parties restructured their existing agreements, which restructuring included the following: Magnum Hunter obtained a reduction in the gas gathering rates Magnum Hunter will pay for the natural gas production owned or controlled by Magnum Hunter which is gathered on the Stone Mountain Gathering System; the Parties agreed to construct an enhancement of the Rogersville Plant designed to recover less ethane and more propane from the natural gas delivered to and processed at the Rogersville Plant (and to credit Magnum Hunter for certain costs of the enhancement otherwise payable by it as part owner of the plant, in exchange for certain contract rights of Magnum Hunter assigned by Magnum Hunter to Seminole and based on certain other terms of the restructuring); (iii) the Parties agreed to reduce and extend Magnum Hunter's contractual horizontal well drilling obligations owed to Seminole referred to above; (iv) the Parties agreed to modify (a) the natural gas processing rates Magnum Hunter will pay for processing gas at the Rogersville Plant, (b) the allocation to Magnum Hunter of natural gas liquids recovered from gas processed at the Rogersville Plant, (c) the allocation to Magnum Hunter of the costs of blend stock necessary to blend with the natural gas liquids produced from the Rogersville Plant for purposes of transportation of the natural gas liquids to fractionators and (d) certain deductions to the natural gas liquids purchase price Magnum Hunter will pay for the purchase by Seminole of Magnum Hunter's natural gas liquids produced from the Rogersville Plant; and (v) Seminole sold to Magnum Hunter Seminole's 50% interest in a natural gas gathering trunk line and treatment facility located in southwestern Muhlenberg County, Kentucky, which had previously been owned equally by Seminole and Magnum Hunter. As a result of the restructuring effected by the Settlement Agreement, Magnum Hunter expects to realize operational savings estimated at approximately $250,000 per month, certain components of which savings would occur over time, depending on the implementation timing or completion of certain of the benefits provided to Magnum Hunter by the restructuring. In addition, as a result of the restructuring, as of December 31, 2013, the Company has realized an estimated increase of approximately 18% in the present value, discounted at 10%, of the projected future cash flows, before income taxes, of that portion of Magnum Hunter's estimated total proved reserves attributable to its oil and gas properties in the Appalachian Basin affected by the restructuring, compared to such previously estimated present value as of December 31, 2013, which was calculated without taking into account the effects of such restructuring. These present value estimates are based on the Company's internal calculations.