W&T Offshore Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by W&T Offshore, Inc. on August 24, 2006. The report details the completion of a previously announced acquisition of Offshore Shelf LLC, a wholly-owned subsidiary of Kerr-McGee Oil & Gas Corporation.
Key Financial Metrics and Transaction Details
- Transaction Type: Acquisition of assets via merger.
- Target: Offshore Shelf LLC (formerly Kerr-McGee Oil and Gas (Shelf) LLC).
- Purchase Price: Approximately $1.03 billion at closing, subject to post-closing adjustments.
- Assets Acquired: Interests in approximately 100 fields on 242 offshore blocks (including 88 undeveloped blocks) in the U.S. Gulf of Mexico (Western, Central, and Eastern).
- Asset Characteristics: Primarily located in water depths of less than 1,000 feet.
- Financial Statements: Historical financial statements of the acquired business and pro forma financial information are not included in this filing; they are scheduled to be filed by amendment within 71 calendar days.
Material Changes
The primary material change is the consolidation of Offshore Shelf into W&T Offshore, Inc. as a wholly-owned subsidiary. This significantly expands the Company's asset base in the Gulf of Mexico. No prior period financial comparisons are provided in this specific filing as it reports a discrete event rather than periodic operating results.
Outlook, Risks, and Contingencies
- Price Adjustments: The final purchase price is contingent upon closing adjustments defined in the Merger Agreement dated October 1, 2005.
- Regulatory Disclosure: The Company issued a press release on August 24, 2006, regarding the completion of the acquisition (Item 7.01).
- Documentation: Full details of the transaction are qualified by reference to the Merger Agreement filed as Exhibit 99.1 to a previous Form 8-K on January 27, 2006.
Key Facts for Investor Verification
- Verify the final purchase price after all post-closing adjustments are calculated.
- Review the upcoming amendment (due within 71 days) for the historical financial statements of Offshore Shelf and the pro forma combined financial information.
- Examine the Merger Agreement (filed January 27, 2006) for specific terms regarding the 88 undeveloped blocks and potential liabilities.
- Confirm the integration timeline and operational impact of the 100 acquired fields on the Company's production profile.