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: April 9, 2009
(Date of
earliest event reported)
Rosetta
Resources Inc.
(Exact
name of registrant as specified in its charter)
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DE
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000-51801
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43-2083519
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification Number)
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717
Texas, Suite 2800
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Houston,
TX
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77002
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(Address
of principal executive offices)
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(Zip
Code)
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713-335-4000
(Registrant's
telephone number, including area code)
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:
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))
Item
1.01 Entry into a Material Definitive Agreement.
On April
9, 2009, Rosetta entered into an Amended and Restated Senior Revolving Credit
Agreement with BNP Paribas as Administrative Agent, and the other lenders
identified therein (“Revolver”) providing a senior secured revolving line of
credit in the amount of up to $600.0 million and extending its term until July
1, 2012. Availability under the Revolver is restricted to the borrowing base,
which is subject to review and adjustment on a semi-annual basis and other
interim adjustments, including adjustments based on the Company’s hedging
arrangements. As extended, the borrowing base under the Revolver is currently
set at $375 million. Amounts outstanding under the Revolver bear
interest, as amended, at specified margins over London Interbank Offered Rate
(LIBOR) of 2.25% to 3.00%. Borrowings under the Revolver are collateralized by
perfected first priority liens and security interests on substantially all of
the Company’s assets, including a mortgage lien on oil and natural gas
properties having at least 80% of the pretax SEC PV-10 reserve value, a guaranty
by all of the Company’s domestic subsidiaries, and a pledge of 100% of the
membership interests of domestic subsidiaries. These collateralized amounts
under the mortgages are subject to semi-annual reviews based on updated reserve
information. The Company is subject to the financial covenants of a minimum
current ratio of not less than 1.0 to 1.0 as of the end of each fiscal quarter
and a maximum leverage ratio of not greater than 3.5 to 1.0, calculated at the
end of each fiscal quarter for the four fiscal quarters then ended, measured
quarterly. In addition, the Company is subject to covenants,
including limiting dividends and other restricted payments, transactions
with affiliates, incurrence of debt, changes of control, asset sales, and liens
on properties. The Company will pay a facility fee on the total
commitment. The foregoing description of the Revolver does not purport to be
complete and is qualified in its entirety by reference to the Revolver which is
filed as Exhibit 10.18 to this Form 8-K and incorporated into this Item 1.01 by
reference.
On April
9, 2009, the Company also entered into an Amended and Restated Second Lien Term
Loan Agreement with BNP Paribas, as Administrative Agent, and other lenders
identified therein (“Term Loan”) extending its term until October 2, 2012.
Borrowings under the Term Loan are $75.0 million and bear interest at LIBOR plus
8.5% with a LIBOR floor of 3.5%. The Term Loan has an option to
increase fixed and floating rate borrowings to $100 million within the first 30
days. The loan is collateralized by second priority liens on substantially all
of the Company’s assets. The Company is subject to the financial covenants of a
minimum asset coverage ratio of not less than 1.5 to 1.0 and a maximum leverage
ratio of not more than 4.0 to 1.0, calculated at the end of each fiscal quarter
for the four fiscal quarters then ended, measured quarterly. In
addition, the Company is subject to covenants, including limiting dividends and
other restricted payments, transactions with affiliates, incurrence of debt,
changes of control, asset sales, and liens on properties. The foregoing
description of the Term Loan does not purport to be complete and is qualified in
its entirety by reference to the Term Loan which is filed as Exhibit 10.19 to
this Form 8-K and incorporated into this Item 1.01 by reference.
Item
2.03 Creation of a Direct Financial Obligation.
The
information set forth under Item 1.01 above is hereby incorporated into this
Item 2.03 by reference.
Item
7.01. Regulation FD Disclosure
On April
9, 2009, Rosetta Resources Inc. (the "Company") issued a press release
announcing that it has amended and restated its senior revolving credit
agreement and its second lien term loan. A copy of the press release can be
found on the Company's website under the tab "Press Releases".
The press
release is furnished as Exhibit 99.1 to this Current Report. Exhibit 99.1 shall
not be deemed to be "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, and will not be incorporated by reference into
any registration statement filed under the Securities Act of 1933, as amended,
unless specifically identified therein as being incorporated therein by
reference.
Item
9.01. Financial Statements and Exhibits
(a)
Financial statements:
None
(b)
Pro forma financial information:
None
(c)
Company transactions:
None
(d)
Exhibits
Exhibits.
The Registrant includes a copy of the press release as Exhibit
99.1.
Exhibits.
The Registrant includes a copy of the Amended and Restated Senior Revolving
Credit Agreement as Exhibit 10.18.
Exhibits.
The Registrant includes a copy of the Amended and Restated Second Lien Term Loan
Agreement as Exhibit 10.19.
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.
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Dated:
April 15, 2009
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ROSETTA RESOURCES
INC.
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By:
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/s/
Michael J. Rosinski
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Michael
J. Rosinski
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Executive
Vice President & Chief Financial Officer
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Exhibit
Index