Argent Energy Trust (“Argent”) completed its initial public offering of 21,230,000 trust units at a price of $10.00 per trust unit for aggregate gross proceeds of $212.3 million. On August 28, 2012, the over-allotment option was exercised in full by the underwriters to purchase an additional 3,184,500 trust units for additional gross proceeds of approximately $31.8 million.
The net proceeds of the base offering and an advance under credit facilities were used by Argent to acquire operated interests in certain oil and natural gas assets located in Texas for US$166.7 million (US$168.4 million inclusive of certain preliminary closing adjustments) net of US$36.6 million held in escrow and to be applied to Argent's capital expenditures and general and administrative expenses for the 24-month period following the closing of the offering.
Closing of the acquisition occurred in conjunction with the completion of the base offering. The net proceeds of the over-allotment option were used to acquire a production payment and overriding royalty interest in certain leases covering approximately 77,000 net acres in Texas for approximately US$19 million (after closing adjustments), and the remainder of the proceeds were used to reduce the amount outstanding under credit facilities and general corporate purposes.
Argent's objective is to create stable, consistent returns for investors through the acquisition and development of oil and natural gas reserves and production with low-risk exploration potential, located primarily in the United States and to pay out a portion of available cash to holders of trust units on a monthly basis.
Argent is a “mutual fund trust” under the Income Tax Act (Canada) (the “Tax Act”). Argent will not be a “SIFT trust” (as defined in the Tax Act), provided that Argent complies at all times with its investment restrictions which preclude Argent from holding any “non-portfolio property” (as defined in the Tax Act).
The offering was completed through a syndicate of underwriters co-led by Scotia Capital Inc., CIBC World Markets Inc. and RBC Capital Markets, and including BMO Capital Markets, TD Securities Inc., Canaccord Genuity Corp., National Bank Financial Inc., Acumen Capital Finance Partners Limited, AltaCorp Capital Inc., Cormark Securities Inc., Desjardins Securities Inc., Dundee Securities Ltd., FirstEnergy Capital Corp. and GMP Securities L.P.
Argent was represented by Bennett Jones LLP with a team including David Phillips, Harinder Basra, Paul Barbeau, Sandra Malcolm and Tommy Wong (securities); Robert McCue (tax) and Karen Dawson (banking); and in the United States by Vinson & Elkins LLP, with a team including Jim Prince, Adam Law, Bradley Honeycutt and Melvin Huang (securities) and Tim Devetski (tax).
The underwriting syndicate was represented by Blake, Cassels & Graydon LLP with a team including Ross Bentley, Jeff Bakker, Stefan McConnell, Anjali Inman and Jeff Mackenzie (securities); Carrie Aiken Bereti (tax) and Warren Nishimura and Drew Campbell (banking); and in the United States by Bracewell & Giuliani LLP. The Bracewell & Giuliani team included Bryan Loocke, and Stephen Boone (energy); William Anderson and Ian Brown (securities); Lance Behnke (tax); Tim Wilkins (environmental) and Mark Holmes (banking).