HESS BAKKEN INVESTMENTS I Corp

HESS BAKKEN INVESTMENTS I Corp terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

The Hess merger closed on 17 December 2010. American Oil & Gas shareholders received 0.1373 Hess shares each, the board and officers were replaced by Hess appointees, and the surviving company was renamed Hess Bakken Investments I Corporation. Its NYSE Amex listing was withdrawn and its SEC registration cancelled within a fortnight - a clean sale, not a quiet disappearance.

business combination

HESS BAKKEN INVESTMENTS I Corp's exchange filed to remove a class of its securities from listing.

listing compliance notice

Borrowed from its own acquirer: Hess provided a $30 million secured revolving credit line to carry American through to closing, repayable within days of the merger taking effect or shortly after it collapses. The first borrowing facility anywhere in this company's filing record, and only possible because the buyer is already committed.

debt financing

Agreed to be bought by Hess Corporation in an all-stock deal: 0.1373 Hess shares for each American share, about a 9.4% premium, with shareholders also due a cash dividend of whatever working capital remains at closing. Hess is paying for the North Dakota Bakken acreage American began assembling in 2005 and had just finished funding by selling everything in Wyoming.

business combination

Agreed to sell the remaining Wyoming Powder River acreage - in Converse, Niobrara and Campbell counties - to Chesapeake for up to $49.4 million, of which American expects about $44 million. With the 2008 Douglas sale this substantially completes the exit from Wyoming, leaving the North Dakota Bakken position as the business.

material agreement

Raised $31.5 million selling 9 million shares at $3.50 in a registered direct offering through C.K. Cooper and Ladenburg Thalmann. A far lower price than the $4.75 raise of 2007, but a large cash injection heading into a 2010 North Dakota drilling programme.

material agreement

Agreed to sell 36,000 net acres of the Douglas project in Converse County, Wyoming for up to $30 million - about $722 an acre - to a buyer whose identity the company asked the SEC to keep confidential; the accompanying press release put likely proceeds near $27 million. Non-core acreage turned into cash without issuing shares.

material agreement

Extended the Red Technology Alliance arrangement to a second project, giving RTA until mid-September to elect to pay the full cost of a deep test well at West Douglas. The same carried-drilling model already funding Fetter.

material agreement

Sold up to 6.0 million shares at $4.75 through A.G. Edwards and C.K. Cooper, raising roughly $28.5 million off its existing shelf registration for a 5.7% fee. The market took the stock a month after the restatement at more than three times the 2004 placement price.

material agreement

Two blows in one filing: a $1-2 million writedown, mostly because the State 4-36 well was drilled through the target Frontier formation at 53 degrees instead of horizontally, and a restatement of 2005 and the first three quarters of 2006. Prompted by an SEC comment letter, the 2005 Tower Colombia merger must be rebooked as an outright purchase rather than a reshuffle between commonly controlled parties - the accounting consequence of that deal's related-party structure.

financial restatement

Signed up Red Technology Alliance to fund 100% of the drilling, completion and equipping of the next three or four Fetter wells in exchange for an interest, letting American keep drilling its main gas project without spending its own cash. Long-standing partner North Finn is again a party.

material agreement

Paid 2.05 million shares for another 25% of the Fetter gas project in Wyoming, raising its interest there from 67.5% to 92.5%. At seller SunStone's request the shares went to BlackRock-managed funds, putting a large institution on the share register.

capital raising announcement

Sold the Big Sky project in Montana's Elm Coulee field to Enerplus for $11.5 million cash, management judging it at peak production with new wells only offsetting declines in old ones. The proceeds go into Goliath, Fetter and Krejci - Big Sky was where the company learned the horizontal Bakken method it is now taking to North Dakota.

asset acquisition disposition

Agreed to fund 60% of partner North Finn's drilling and lease costs in exchange for 60% of its interest, plus $535,000 cash and the right for North Finn to take 2.9 million American shares - lifting American's ownership of the Powder River and Big Horn Basin projects from 75% to 90%. Deepens the North Finn partnership begun with the 2003 acreage purchase.

capital raising announcement

Bought a 75% interest in 33,000 acres of the North Dakota Williston Basin - the Goliath project - for $2.97 million cash and 675,000 shares, applying the horizontal Bakken technique that had worked at its Big Sky wells in Montana. This North Dakota position becomes the company's defining asset.

asset acquisition disposition

Raised $13.5 million selling convertible preferred stock paying an 8% dividend, with the conversion price set by drilling luck: $6.00 a share if the Sims 16-26 well at the Fetter project began selling gas within 60 days, $4.50 if not. The first financing since the company stepped up from the OTC bulletin board to the American Stock Exchange in May 2005.

capital raising announcement

Two months after the Tower Colombia merger closed and put its executives in charge, American Oil & Gas reported gas and condensate flowing to surface from the Sims 16-26 well at the Fetter project, drilled underbalanced into the Niobrara and Frontier. Management would not call it commercial, and the partners had yet to decide whether to drill deeper or complete where they were.

drilling result

the American Stock Exchange certified HESS BAKKEN INVESTMENTS I Corp's securities for listing, clearing them to begin trading.

listing compliance notice

Closed the Tower Colombia merger, issuing 5.8 million shares to Tower's owners, who now become American's operating executives - O'Brien as chief executive, Solomon and Tholstrom as vice-presidents. Buys out the counterparty from the 2003 acreage deal and brings its technical team in-house.

business combination

Signed a letter of intent to buy Tower Colombia outright for 5.8 million shares, and agreed meanwhile to pay Tower $30,000 a month to run its accounting, asset management and human resources. This is not an arm's-length deal: Tower's three owners are American's own chairman and chief executive Patrick O'Brien, director Kendell Tholstrom, and Bob Solomon, and the deal would add 25 percentage points to American's interest in four project areas the two already share.

material agreement

Raised $4.5 million selling 3 million shares at $1.50 to six institutional accounts of a Boston fund manager, taking fully diluted shares to 29.8 million with no long-term debt. Separately, 1.5 million $1.00 warrants from a March 2004 placement expired unexercised.

capital raising announcement

Paid $815,000 - only $400,000 of it at closing - for half of three Rocky Mountain prospects: Bear Creek coalbed methane in Montana, the Krejci oil and gas leases in Wyoming, and Powder River coalbed methane acreage. The sellers, Tower Colombia Corporation and North Finn LLC, become this company's two defining partners.

asset acquisition disposition