ABRAXAS PETROLEUM CORP

ABRAXAS PETROLEUM CORP deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

Biglari Holdings bought AGEF's 685,505 preferred shares on Sep 14 2022 (about 82.5% of the vote) and on Sep 27 2022 agreed with Abraxas to swap them for 90,631,287 new common shares. This needs stockholder approval to raise authorized common shares from 20 million to 150 million. On closing the preferred and its certificate are cancelled, leaving only common stock, with Holdings holding 90% of the vote. This replaces Angelo Gordon as controller and removes the preferred's liquidation priority over common.

material agreement

This information statement follows the Jan 3 2022 restructuring: directors Ralph Cox and Angela Steffen Meyer resigned and three AGEF employees (Todd Dittmann, Damon Putman, Daniel Baddeloo) joined, expanding the board to five. Baddeloo takes effect 10 days after mailing, and the board majority changes then. AGEF's preferred shares carry about 85% of the vote. No stockholder vote is required.

business combination

On Jan 3 2022 Abraxas sold its North Dakota Williston Basin properties to Lime Rock Resources V-A for $87.2 million cash, closing the same day. The proceeds, plus cash above $2 million if needed, repay the first lien under a settlement and lien release, ending that facility. Angelo Gordon's affiliate AGEF exchanged its second-lien claims (stated as $137.1 million) for 685,505 Series A Preferred shares, giving it about 85% of the vote. The preferred takes the first $100 million of any sale or liquidity proceeds, then 95% until $137.1 million plus 6% annual return, then 75%, so common holders rank well behind. This is the debt-for-equity exchange flagged in November 2021, and it ends both credit facilities.

business combination

Angelo Gordon's affiliate AGEF gave up, for no payment, the warrants for about 19.9% of the company and its governance agreement from the Jun 2020 deal, so the AG group no longer owns any common stock. This ends the warrant dilution thread. The company says a special committee is still negotiating a possible debt-for-equity exchange with Angelo Gordon that would likely heavily dilute stockholders or possibly cancel other equity, and could involve spinning off or disposing of assets; no deal is assured.

material agreement termination

ABRAXAS PETROLEUM CORP's exchange filed to remove a class of its securities from listing.

listing compliance notice

Nasdaq rejected the company's compliance plan after the May 11 and Jul 26 2021 notices (stockholders' equity below $2.5 million, market value of listed securities below $35 million as of Jul 21 2021, and no net income of $500,000). Trading on Nasdaq is suspended from Aug 4 2021 and the stock is delisted on a Form 25-NSE filing. The company will not appeal; it will trade on the OTC Pink Sheets meanwhile and is applying for OTCQX Best.

listing compliance notice

Morgan Stanley, a hedge counterparty and holder of about 3.7% of the first lien debt, terminated its hedge contracts, which caused further defaults. On Apr 16 2021 Angelo Gordon declared the second lien in default and accelerated it; about $127.9 million was outstanding and now carries 3% extra interest. The default follows the missed first-lien leverage covenant at Dec 31 2020 and the late 2020 10-K. Forbearance had run to Apr 15 2021 and its extension to May 6 2021 was not signed. Nasdaq also sent a late-filing notice (60 days to submit a plan; up to Oct 12 2021 to regain compliance). The company says it lacks the liquidity to repay if lenders accelerate.

listing compliance notice

This amendment fixes a clerical error in the Oct 16 2020 filing about a reverse stock split. It states that on the effective date all options, warrants and convertible securities are adjusted by dividing the shares they cover by 20 and multiplying the exercise or conversion price by 20. This confirms a 1-for-20 reverse split (a 20-to-1 consolidation of shares); the filing itself does not give the effective date or the reason. It is consistent with the earlier price-below-$1.00 listing problem (inference).

security holder rights change

On Jun 25 2020 both lenders waived defaults caused by the late 2019 10-K (the filing cites COVID-19 and the oil price decline), plus missed required hedges on the second-lien loan for Q1 2020. The first-lien borrowing base fell from $135.0m to $102m, with monthly mandatory prepayments from excess cash and the current ratio and interest coverage covenants replaced by first-lien leverage and asset coverage tests. The second-lien loan now pays interest in kind or in shares while first-lien debt is outstanding, at rates raised by 200bps (cash) and 400-500bps (in kind), with a $10m exit fee. Angelo Gordon and the lenders also get warrants for 19.9% of fully diluted common equity at a $0.01 exercise price, plus a board seat or observer rights. Shareholders face dilution from the warrants and any interest paid in shares.

debt financing

On Apr 1 2020 NASDAQ notified Abraxas it was out of compliance because the 2019 annual report (Form 10-K) had not been filed. The company has 60 days to submit a plan; if accepted, NASDAQ may allow up to 180 days from the due date, to Sep 14 2020. The filing says the notice has no immediate effect on trading. This is a new listing problem on top of the bid-price deficiency.

listing compliance notice

On Nov 13 2019 Abraxas got its first-lien lenders (Société Générale) to permanently waive a breach of the current ratio covenant (ratio below 1.00 for the quarter ended Sep 30 2019). The borrowing base was cut from $207.5m to $135.0m, Morgan Stanley Capital Administrators was added as a lender, and liens on Montana and Wyoming properties were released as Texas and North Dakota properties were mortgaged. Abraxas also took a new $100m second-lien term loan from Angelo Gordon (maturing Nov 13 2022, LIBO rate + 9.0% or reference rate + 8.0%, 3.5% original issue discount, about $95m net), used to pay down the first-lien facility. After closing, about $94m was drawn on the $135m base, leaving $41m available. This adds a senior-ranking layer of secured debt ahead of shareholders.

debt financing

On August 27, 2019 NASDAQ notified Abraxas that its average closing share price over 30 consecutive trading days was below the $1.00 minimum required for listing. The company has 180 days to regain compliance by closing at $1.00 or more for 10 consecutive business days; the stock stays listed meanwhile, and the filing says it would likely move to an over-the-counter market if delisted. Shares were last priced above $1.00 in the 2016-2017 filings, so this marks a fall back below that level.

listing compliance notice

On July 11, 2017 Abraxas closed the Ward County, Texas acquisition announced May 23, after title adjustments: 1,894 net acres rather than 2,008, for a closing price of $20.9 million. The filing compares this to an 'originally announced' $22.2 million, whereas the May 8-K stated $20.8 million, so the filings are inconsistent on the original price. The press release also mentions a further 853 net Delaware Basin acres acquisition and a divestiture update, but details are not in the filing text.

asset acquisition disposition

On May 23, 2017 Abraxas signed an agreement to buy 2,008 net acres and 33 Boepd in Ward County, Texas, prospective for Wolfcamp/Bone Spring, for $20.8 million, with closing scheduled for July 2017. This is the first acquisition after the 25,000,000-share acquisition shelf of 2016; the filing does not say how it will be paid for.

material agreement

On May 16, 2017 Abraxas signed Amendment No. 3 to its Société Générale credit facility, extending maturity from June 2018 to May 11, 2021 and setting a borrowing base of $115.0 million from April 1, 2017. The maximum debt-to-EBITDAX covenant is now 3.50 (previously 4.00); current ratio and interest coverage minimums are unchanged at 1.00 and 2.50. The filing states the company has no substantial unpledged assets and may lack the means to make mandatory payments if borrowings exceed the base.

debt financing

On January 19, 2017 Abraxas agreed to sell 25,000,000 new shares at $2.40 through underwriters led by Seaport Global Securities, with a 30-day option for up to 3,750,000 more. Net proceeds of about $56.8 million are to repay the credit facility first, then fund an expanded drilling budget of about $110.0 million; the company expects about $93.4 million of available borrowing capacity afterwards. This is a higher price than the $1.00 offering of May 2016, but existing shareholders are diluted again.

material agreement

On September 20, 2016 Abraxas completed the sale of its Portilla field in San Patricio County, Texas (about 2,074 net mineral acres, 0.8 million barrels of proved reserves per the Dec 31 2015 internal report) to Frostwood Energy, LLC for net proceeds of about $13.0 million. The company plans to use the proceeds to immediately repay its credit facility, consistent with the 2016 amendment that directs property-sale proceeds to the bank debt.

material agreement

On May 19, 2016 Abraxas sold 25,000,000 new shares at $1.00 each through underwriters led by Johnson Rice and Canaccord Genuity, with a 30-day option for up to 3,750,000 more. Net proceeds of about $23.5 million are for repaying credit facility debt, expanding the 2016 drilling budget to the full $40.0 million and general purposes including acquisitions. This is well below the $5.00 price of the June 2014 offering, and existing shareholders are diluted.

material agreement

On April 20, 2016 Abraxas amended its Société Générale credit facility: the borrowing base is $130.0 million from April 1, 2016, dropping automatically to $120.0 million on October 1, 2016 unless redetermined earlier (down from $162.5 million set in June 2014). Tougher terms include using 100% of property-sale proceeds and cash above $10.0 million to repay the facility, and giving lenders security over at least 90% of proven reserves PV-10 plus the headquarters building and two ranches. Hedges for April-October 2016 were monetized for about $10 million and replaced with about 1,948 barrels a day at $39.04; $124.0 million was outstanding on April 20, 2016.

debt financing

On June 18, 2014 Abraxas agreed to sell 10,000,000 new shares at $5.00 each to underwriters led by Stephens, Canaccord Genuity and Robert W. Baird, with a 30-day option for up to 1,500,000 more. Net proceeds of about $47.0 million are meant to speed up 2014 Bakken and Eagle Ford drilling, add leased acreage mainly in the Eagle Ford, repay credit facility debt and cover general purposes; closing was expected around June 24, 2014. Existing shareholders are diluted by the new shares (the filing gives no total share count to size it).

material agreement

On June 11, 2014 Abraxas entered into a third amended and restated credit facility with Société Générale, borrowing about $80.0 million at closing to refinance the previous facility and for general purposes. The borrowing base is $162.5 million (up from the $140.0 million temporary level earlier), the maximum commitment stays $300.0 million, and maturity moves out to June 30, 2018 from June 30, 2015. Interest was about 2.9% at closing, and the same three covenants (current ratio 1.00, interest coverage 2.50, debt/EBITDAX 4.00) continue.

asset acquisition disposition

On December 20, 2013 Abraxas completed the WyCross sale to F-250, LLC for net proceeds of $71.4 million after fees and adjustments. The assets were about 1,200 net acres and 3.7 million barrels of proved reserves (June 30, 2013 internal report). The company plans to use the proceeds to pay down bank debt (the sentence is cut off in the filing). This closes the December 5 agreement.

asset acquisition disposition

On December 5, 2013 Abraxas agreed to sell its WyCross Eagle Ford interests in McMullen County, Texas to F-250, LLC for $73.0 million (effective December 1, 2013). It plans to repay revolving credit debt first, then redeploy funds into operated Eagle Ford and Bakken lease blocks. Closing was scheduled for December 2013. This sells the WyCross stake kept from the Blue Eagle dissolution.

material agreement

On August 9, 2013 Abraxas completed the sale of most of its non-operated Bakken properties to a Natural Resource Partners subsidiary for a net $38.3 million after adjustments (effective March 1, 2013). This closes the June 2013 agreement.

asset acquisition disposition

On June 14, 2013 Abraxas agreed to sell most of its non-operated Bakken properties (about 13,500 net acres) to a Natural Resource Partners subsidiary for $35.3 million, plus assumption of an estimated $8.1 million of well spending commitments on 22 wells. Closing was set for the third quarter of 2013. This follows the sale process announced in February.

material agreement

On September 4, 2012 Abraxas agreed with Rock Oil to dissolve the Blue Eagle joint venture formed in 2010. Abraxas keeps full interests in Jourdanton (4,401 net acres) and Yoakum (1,868), and 25% of WyCross (695) and Nordheim (944). It also gets $7 million cash plus 25% of remaining cash on liquidation. The retained wells make 205 boe/d net, and a ten-well WyCross program is planned. This ends the Blue Eagle thread (note the filing names Rock Oil as counterparty, not Blue Stone).

asset acquisition disposition

On June 29, 2012 Abraxas amended its credit facility, raising the borrowing base to $140.0 million, with $15.0 (as written) of availability at that date. Until the end of 2012 or a sale of its Eagle Ford joint venture interest, drilling and completion spending is capped at $10.0 million a quarter. It also added oil hedges of 10,000 barrels a month, October 2012 to December 2014, at an average $82.72.

debt financing

On June 30, 2011 Abraxas replaced its Société Générale credit facility with a new one maturing June 30, 2015, borrowing about $90.0 million at closing. The borrowing base is $125.0 million (maximum commitment $300.0 million), the rate was about 3.00% at June 30, and the debt-to-EBITDAX limit is 4.00. The filing also notes a July 6, 2011 press release on buying a used 2,000 hp drilling rig. This replaces the October 2009 facility.

debt financing

On January 26, 2011 Abraxas sold 12,000,000 new shares at $4.40, alongside 8,503,347 shares sold by outside holders (Abraxas gets nothing from those). Net proceeds of about $49.3 million are meant to repay credit facility debt, raise the 2011 capital budget to $60 million and for general purposes; an extra 3,075,502-share option could add more. Existing holders are diluted by the new shares.

material agreement

On August 18, 2010 Abraxas contributed 8,333 net Eagle Ford acres to a new joint venture, Blue Eagle Energy, with Blue Stone Oil & Gas, and received a $25 million equity interest; Blue Stone put in $25 million cash and committed another $50 million. Once fully funded Abraxas will own 25% and Blue Stone 75%. Abraxas will operate the wells, and CEO Robert Watson joins the JV board.

asset acquisition disposition

On October 5, 2009 the Partnership merger closed: the Partnership merged into an Abraxas subsidiary, and each outside unit became 4.25 Abraxas shares (the lowest end of the range). Units held by Abraxas and its subsidiaries were cancelled, and the unitholders' exchange agreement was terminated. Abraxas also entered a new credit facility with Société Générale (maturing October 5, 2012) that refinanced its and the Partnership's old facilities: about $145.0 million borrowed ($135.0 million revolver, $10.0 million term loan), borrowing base $145.0 million, revolver commitment up to $300.0 million. The 4.25 ratio, which fits the stock trading at or above $1.412, means existing holders are diluted by less than the maximum; the share count issued is not given in the text shown. This resolves the merger, financing and subordinated debt maturity threads.

asset acquisition disposition

Abraxas filed its final proxy on September 8, 2009, calling a special stockholder meeting for October 5, 2009 (record date August 28) to vote on the share issuance for the Partnership merger and a larger equity incentive plan. Terms are unchanged from the preliminary proxy: up to 36,952,836 new shares (about 42.6% of post-closing shares), 31,563,881 (about 38.8%) at the $1.17 midpoint, with former unitholders owning 34.4% to 42.6%. Existing shares are not changed, and the board recommends voting for all proposals. This sets the vote date that was open.

business combination

Effective July 31, 2009 the Partnership's lenders agreed (Amendment No. 5 to both credit agreements) to let it cash in its profitable commodity swaps and use the money to repay debt, and required it to enter new swaps for Q4 2009 through 2013. Net proceeds were about $26.7 million, plus a $2.0 million July hedge settlement, so $28.7 million went to the senior facility. Senior debt fell to $95.0 million and the lenders cut the borrowing base to $95.0 million at the same time (from $130.0 million). This reduces the Partnership's debt, but it gives up the old swaps (including the 2012 swaps in the context) in exchange for new hedges at market prices.

material agreement

On July 17, 2009 Abraxas Petroleum, the Partnership (Abraxas Energy Partners) and a merger subsidiary signed an amended and restated merger agreement, replacing the June 30 version. Outside unitholders would get shares equal to $6.00 divided by Abraxas's 20-day average price, within 4.25 to 6 shares per unit. Abraxas and its subsidiaries own about 46.7% of the units (5,350,598). Closing needs an Abraxas shareholder vote on the share issuance and on a larger equity plan, plus financing to repay the Partnership's credit and subordinated debt. Unitholders signed an amended voting and lock-up agreement: 90-day lock-up, a resale registration within 120 days of closing, and two new directors (Ed Russell and Brian Melton). This continues the June merger deal; no new price terms are stated beyond the earlier range.

business combination

Abraxas filed its preliminary proxy for a special shareholder meeting (date not yet set) to vote on the Partnership merger and a larger equity incentive plan. It would issue up to 36,952,836 new shares, about 42.6% of the shares outstanding after closing; at the midpoint ($1.17 per share) it would be 31,563,881 shares, about 38.8%. Former unitholders would own between 34.4% and 42.6%. Existing shares stay outstanding and are not changed. The board recommends voting for it. The $0.96 price on July 9, 2009 is used for the fee calculation.

business combination

On June 30, 2009 Abraxas Petroleum and the Partnership signed the definitive merger agreement, following the June letter of intent. Outside unitholders would receive shares equal to $6.00 divided by Abraxas's 20-day average price, within 4.25 to 6 shares per unit. Abraxas and its subsidiaries own about 46.7% of the units. The deal needs an 80% unitholder vote, an Abraxas shareholder vote, an equity plan share increase, and financing sufficient to complete the merger and repay the Partnership's credit and subordinated debt. Two new directors (Ed Russell and Brian Melton) would join the board. The Partnership's subordinated debt maturity was also extended to August 14, 2009.

business combination

On June 18, 2009 Abraxas Petroleum and the Partnership signed a mostly non-binding letter of intent to merge the Partnership into Abraxas Petroleum, replacing the stalled IPO route. Outside unitholders would get $6.00 per unit paid in Abraxas shares, 4.25 to 6.00 shares per unit (equal to $1.00 to $1.41 per Abraxas share), with a 90-day lock-up. The deal needs a definitive agreement, a new credit facility and votes by Abraxas shareholders and unitholders; the investors agreed not to enforce their exchange rights and the Partnership will take no further IPO steps. The Partnership has suspended distributions. For shareholders this means new shares would be issued, though the filing gives no dilution percentage.

material agreement

On April 30, 2009 the Partnership (Abraxas Energy Partners) amended its senior credit facility: the borrowing base was cut from $140.0 million to $130.0 million, with $125.6 million outstanding, and the loan now matures January 31, 2012. The Partnership's first-quarter distribution due around May 15 must go into escrow until the subordinated debt is repaid, and it entered 2012 oil and gas price swaps. The subordinated credit agreement's deadline for raising $20.0 million of equity (the default trigger) was pushed from April 30 to May 7, 2009, and its interest rate was 12.5% at April 30 (10.5% on April 7). This continues the Partnership's tightening credit terms from January and leaves the equity-raise and IPO problem unresolved.

material agreement

Abraxas Energy Partners amended both its senior revolving credit facility (borrowing base $140.0 million, commitment $300.0 million) and its subordinated credit agreement. The subordinated debt now matures July 1, 2009 at a 10.5% rate, with a principal payment due May 14, 2009 of up to $2.25 million. Abraxas Petroleum is to provide a letter of credit for that payment and would receive extra partnership units in return. New default triggers include failing to raise $20.0 million in equity by April 30, 2009, and capital spending is capped at $12.5 million. The investor exchange date into Abraxas Petroleum stock is now April 30, 2009.

material agreement

Abraxas Energy Partners and its investors pushed back the deadline for the partnership's IPO and resale registration from September 30, 2008 to January 31, 2009 (April 30, 2009 in some cases). The date investors can first swap partnership units for Abraxas Petroleum stock also moved from November 15, 2008 to January 31, 2009. The partnership will pay investors $0.0625 per unit each quarter as consideration. Holders of 42,000 units are not bound by the exchange amendment. The IPO had not been completed by this point.

material agreement

ABRAXAS PETROLEUM CORP's securities were notified for removal from listing and registration on its exchange.

listing compliance notice

Nasdaq certified ABRAXAS PETROLEUM CORP's securities for listing, clearing them to begin trading.

listing compliance notice