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WaterBridge Resources reports $800 million debt facilities to fund water industry acquisitions

  • WaterBridge Resources reports $800 million debt facilities to fund water industry acquisitions
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WaterBridge Resources LLC (together with its subsidiaries, "WaterBridge") announced that its subsidiary WaterBridge Operating LLC has entered into $800 million of debt facilities led by SunTrust Robinson Humphrey, Inc. with a syndicate of fifteen financial institutions. The debt facilities consist of a $600 million Term Loan A, $400 million of which will be drawn at close and a $200 million delayed draw tranche, in addition to the existing $200 million revolving credit facility.  WaterBridge will use the initial Term Loan A proceeds to repay outstanding indebtedness under its revolving credit facility and to fund the acquisition of water infrastructure assets from Halcón Resources Corporation described below. 

Halcón Transaction

On December 20, 2018, WaterBridge acquired all of Halcón's existing water infrastructure assets in Pecos, Reeves, Wardand Winkler counties, Texas. The Halcón transaction includes:

  • $200 million in cash at closing, subject to customary closing adjustments, with up to an additional $25 million per year in each of the next five years based on the achievement of certain development thresholds by Halcón
  • Acquisition of ~60 miles of water gathering pipelines, ten disposal wells with total permitted capacity of 120,000 bpd, freshwater wells and water recycling facilities
  • 15-year produced water dedication for Halcón's existing ~75,000 gross acre position and any additional acreage within a ~209,000 acre area of mutual interest ("AMI")
  • 15-year water supply agreement pursuant to which WaterBridge will be Halcón's sole supplier of fresh and recycled water for drilling and completion operations within the AMI

NGL Transaction

Additionally, on December 19, 2018, WaterBridge entered into a definitive agreement to acquire the South Delawarewater infrastructure assets from affiliates of NGL Energy Partners LP.  The NGL transaction includes:

  • $238.8 million in cash at closing
  • Acquisition of nine saltwater disposal facilities and ~10 miles of pipeline in southern Reeves and Ward counties
  • Total permitted capacity of the acquired facilities is 275,000 barrels per day
  • WaterBridge will assume all existing commercial agreements
  • Includes additional disposal permits with 90,000 barrels per day of permitted capacity
  • Additional consideration payable upon transfer of certain assets within 18 months of closing

The NGL transaction is subject to certain regulatory and other customary closing conditions and is expected to close within 45 days.

Management Perspective

"As our Delaware basin customers further evolve their well completion techniques, resulting in higher IPs and EURs, we continue to expand our asset base to meet their growing capacity needs," says Stephen M. Johnson, Founder, President and CEO of WaterBridge.  "The WaterBridge team remains focused on improving and increasing our unique infrastructure footprint to better serve Delaware producers current and future requirements." 

David Capobianco, CEO and Managing Partner of Five Point Energy LLC, said, "WaterBridge continues to execute on our shared strategy to develop large, integrated produced water handling networks that offer producers the capacity and redundancy necessary to scale their development programs.  These transactions expand WaterBridge's southern Delaware system to provide best-in-class service to its customers and position the company for its next phase of organic growth."

Advisors

Bracewell LLP represented WaterBridge in connection with the debt facilities and the NGL transaction. Porter & Hedges LLP represented WaterBridge in connection with the Halcón transaction.

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