18 Dec 2015listing compliance notice▼ BadMajor
AMERICAN EAGLE ENERGY Corp deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
1 Dec 2015bankruptcy or receivership▼ BadMajor
The sale of substantially all the company's assets to Resource Energy Can-Am LLC closed on November 23, 2015, within the Nov 30 deadline, resolving the open question about closing. The base price was $36.75M, subject to adjustments, and the filing says the proceeds are held in escrow pending court decisions on lienholder claims. The company repeats its warning that shareholders may receive little or no distribution and that their stock may be cancelled, and no plan has been set out.
12 Nov 2015bankruptcy or receivership▼ BadMajor
The bankruptcy court approved the sale of substantially all the company's assets to Resource Energy Can-Am LLC on November 6, 2015, for a base price of $36.75M (subject to adjustments), free and clear of lien claims once the sale closes. This confirms the Oct 21 sale agreement; closing was still required by Nov 30, 2015. The sale money is to be held in escrow until the courts decide the lienholders' claims, and the company again warns that shareholders may receive little or no distribution and that their stock may be cancelled.
28 Oct 2015bankruptcy or receivership▼ BadMajor
On October 21, 2015, under court-approved sale procedures, the company signed an Asset Purchase Agreement to sell substantially all its assets (mainly its leases and related operating assets, excluding cash and accounts receivable) to Resource Energy Can-Am LLC for a base price of $36.75M, subject to adjustments, with closing required by November 30, 2015. The buyer put a $3.675M deposit (10%) into escrow on Oct 22. The price is well below the $175M of bonds outstanding, and the company again warns that equity holders may get little or no distribution and that their stock may be cancelled.
1 June 2015listing compliance notice● NeutralMajor
AMERICAN EAGLE ENERGY Corp's exchange filed to remove a class of its securities from listing.
12 May 2015bankruptcy or receivership▼ BadMajor
On May 8, 2015 the company and its subsidiary AMZG, Inc. filed for Chapter 11 bankruptcy in Colorado and will keep operating as debtors-in-possession. The filing triggered a default on the $175M 11% secured bonds, with enforcement stayed, and the company says it had been discussing a restructuring with some bondholders and had signed a forbearance agreement disclosed in April 2015. This ends the refinancing path begun with the Aug 2014 notes. The company warns that equity holders may receive little or no distribution and that their existing stock may be cancelled, but no plan has been set yet.
14 Aug 2014capital raising announcement● NeutralMajor
On August 13, 2014 the company priced $175M of 11% senior secured notes due Sept 1, 2019, sold at 99.059% of face value in a private placement and expected to close Aug 27, 2014. The press release says the proceeds will refinance the existing Morgan Stanley credit facility, cover general corporate purposes and pay fees; it also intends to set up a senior secured revolving facility of up to about $60M. This replaces the Morgan Stanley facility, which was recently amended and waived in July.
25 July 2014material agreement▼ BadMajor
Effective July 21, 2014 the company amended its Aug 2013 Morgan Stanley credit agreement a third time: it changed how a six-month amortization amount is calculated, agreed to send extra financial reports to the lenders twice a month, and will pay a 2% fee on the balance then owing. In return the lenders waived any default that may have existed at June 30, 2014 under Section 6.18 of the credit agreement. The filing does not say what that section covers or why the waiver was needed.
28 Mar 2014asset acquisition disposition▲ GoodMajor
On March 27, 2014 the company closed the second Spyglass purchase from its joint venture partner, paying $47M ($45.75M after adjustments) in cash for 8,244 net acres and about 450 BOEPD, lifting its average working interest in the Spyglass Area from about 44% to 55%. This completes the option noted in earlier filings. Its obligations under the earlier Carry Agreement are now fully satisfied, a new joint operating agreement shrinks the area of mutual interest to the producing spacing units and extends it two years. It also paid about $7.5M for about 5,000 more net acres in the original West Spyglass area and changed the Farm-Out Agreement so it farms out 50% of its working interest in the sixth well and pays the other 50% itself.
19 Mar 2014material agreement● NeutralMajor
On March 18, 2014 the company agreed to sell 11,000,000 new shares at $6.60 each through underwriter Johnson Rice & Company, for expected net proceeds of about $67.7M (about $78.0M if the underwriters take up their option for 1,650,000 more shares), with closing expected March 24, 2014. This issues many new shares, which dilutes existing holders, at a price far above the $1.70 of the October 2013 offering. The filing does not state what the money is for; the pending second Spyglass purchase, due to close March 31, is an inference only.
10 Mar 2014farm in farm out agreement▲ GoodMajor
On March 7, 2014 the company gave its Spyglass joint venture partner written notice that it is exercising the option to buy a second package of interests for $47M ($45M at close for the first package after adjustments), with closing set for March 31, 2014 and subject to a financing condition in the company's favour. This follows up the option described in the Oct 2013 buyback; it would raise the company's average working interest in the Spyglass Area from about 44% to 55%, add 8,244 net acres and about 450 BOEPD, and end its obligations under the earlier carry agreement. The filing also attaches financial statements for the interests: oil and gas revenue of $3.16M in 2012 and $8.81M in the nine months to Sept 30, 2013, with direct operating expenses of $0.86M and $1.97M.
13 Dec 2013farm in farm out agreement● NeutralMajor
This filing describes agreements dated August 12, 2013 with the company's Spyglass partner (USG Properties Bakken I). On October 2, 2013 the company paid about $45M to buy back working interests in about 9,300 net acres with roughly 600 BOEPD of production, mostly funded by a roughly $40M draw on the Morgan Stanley credit facility. It also holds an option, exercisable by March 31, 2014 with 20 days' notice, to buy a second similar package for about $47M before adjustments. Separately, a Carry Agreement (up to five wells) and a Farm-Out Agreement (up to six wells) have the partner fund the company's share of drilling costs in return for a share of well revenues until it recoups 112% of costs.
18 Nov 2013listing compliance notice▲ GoodMajor
the New York Stock Exchange certified AMERICAN EAGLE ENERGY Corp's securities for listing, clearing them to begin trading.
10 Oct 2013material agreement● Neutral
On October 9, 2013 the company sold the additional 2,056,408 shares at $1.70 each to the same underwriters (Northland Securities), expecting about $3.2M net, closing around October 16. This is the underwriters' option from the October 2 offering, so the total offering is now 15,765,794 shares (an inference from adding the two share counts).
2 Oct 2013material agreement● NeutralMajor
On October 2, 2013 the company agreed to sell 13,709,386 new shares to the public at $1.70 each through underwriters led by Northland Securities, expecting about $21.5M net, closing around October 7. Underwriters also got a 30-day option for up to 2,056,408 more shares. This adds to the share count and dilutes existing holders.
23 Aug 2013debt financing● NeutralMajor
On August 19, 2013 the company signed a senior secured credit agreement with Morgan Stanley Capital Group as agent, for up to $200M maturing August 17, 2018, and drew $68M immediately. About $18M of that repaid the Macquarie swap facility from December 2012, so that facility is now retired, and about $41M paid other existing obligations. A further $40M is available for a Spyglass purchase if conditions are met, and $92M is uncommitted and at the lenders' discretion. The initial interest rate was 10.50%, within a stated 5.50%-10.50% range, with monthly amortization, prepayment premiums, and a lender right to demand repayment if CEO Colby or COO Lantz leaves, control changes, or the stock stops being quoted on the OTCQX.
8 Jan 2013capital raising announcement● NeutralMajor
On January 4, 2013 the company and its Spyglass partner bought more working interests from SM Energy in four Divide County, ND spacing units for $9.1M; the company took 55% (paying $5,005,000 from the Macquarie advance) and the partner 45%. This is the second of the two Divide County acquisitions pending in the prior context, so that thread is now closed. The company also sold 4,000,000 restricted shares at $1.00 ($4.0M cash) to Power Energy Holdings, and granted its affiliate Power Energy Partners an option on 10% of the company's share of the interests (notice by Mar 22, 2013, payment by Mar 29, 2013), which is the same 10% option as in the earlier thread but now with the holder named. It also agreed to sell all crude from its operated Divide County wells to Power Energy Partners from Feb 1, 2013 to Jan 31, 2014, and issued 225,564 shares to a broker-dealer and four executives for the Macquarie financing.
4 Jan 2013asset acquisition disposition● NeutralMajor
On December 28, 2012, the company signed a prepaid swap facility with Macquarie Bank for up to $18 million, received $16 million immediately, and repays it through the sale of about 212,000 barrels of oil from 2013 to 2017 with a $2 million final balloon; the cost is about 7.2% a year and it is secured on assets related to its oil and gas properties. On December 31, 2012 it bought additional non-operated Spyglass-area interests for $8 million (30% paid, the rest due by June 28, 2013), and granted a third party an option to buy 10% of those interests.
20 Dec 2011business combination● NeutralMajor
The merger with American Eagle Energy Inc. was completed on December 20, 2011, and Eternal was renamed American Eagle Energy Corporation. Each American Eagle share converted into 3.641 shares of Eternal, giving former American Eagle holders about 80% and legacy Eternal holders about 20%; a one-for-four-and-a-half reverse split followed, leaving 45,562,025 shares outstanding. Eternal's shareholders keep their shares (now diluted to about 20%), Colby stays CEO, and the board grew from three to five with Richard Findley as Chairman and Sean Mitchell added. This resolves the long-pending merger thread; the NYSE Amex listing is not addressed in the text shown.
16 Dec 2011material agreement▲ GoodMajor
Eternal and American Eagle Energy Inc. sold 75% of their interests in up to about 10,521 net acres of the West Spyglass Prospect to an unnamed buyer, initially estimated at about $13.8 million. The first closing on December 14, 2011 paid $10.9 million, split equally; another $1.0 million is expected in early spring, and Eternal also agreed to sell 75% of 1,440 net acres in its Pebble Beach Prospect for $1.9 million, expected around December 23, 2011. The sellers keep a 25% working interest and stay operator, and the companies said a final merger step was expected very soon.
30 Nov 2011auditor change● Neutral
On November 25, 2011, Eternal dismissed its auditor Kelly & Company and hired Hein & Associates LLP effective November 28, 2011. The filing says Kelly's reports for 2009 and 2010 had no adverse opinion and there were no disagreements; the board approved the change.
11 Oct 2011business combination● Neutral
Eternal filed Pre-Effective Amendment No. 5 to its merger registration statement, repeating the same terms: 164,023,288 shares to American Eagle Energy Inc. holders, roughly 80/20 ownership split, and the amended merger agreement of September 28, 2011. The merger is still pending, and the shown text does not say what changed from Amendment No. 4.
28 Sept 2011material agreement● Neutral
On September 28, 2011, Eternal, its merger subsidiary and American Eagle Energy Inc. amended their April 8, 2011 merger agreement to push back the date after which either side can walk away, from September 30, 2011 to December 31, 2011. Nothing else in the agreement changed, and Eternal says it expects the merger to close in the fourth quarter of 2011, later than the early summer timing previously expected.
15 Sept 2011business combination● Neutral
Eternal filed Amendment No. 4 to its merger registration statement, with the same deal terms (164,023,288 shares, roughly 80/20 split). The document looks substantially expanded, since page references moved (for example American Eagle information now starts on page 61 instead of 57, and the financial statement indexes grew), but the shown text does not say what was added. The merger is still pending and the registration is not yet effective.
28 July 2011business combination● Neutral
Eternal filed Amendment No. 3 to its merger registration statement. The visible text matches Amendment No. 2: the same 164,023,288 shares, the same roughly 80/20 split, and the merger still needing American Eagle stockholder approval. The registration statement has not yet been declared effective and the deal is still pending. Any changes in the truncated body are not visible.
6 July 2011business combination● Neutral
Eternal filed Amendment No. 2 to its merger registration statement. The deal terms shown are the same (164,023,288 shares to American Eagle holders, roughly 80/20 split). The visible changes are that the stock is now described as quoted on the OTCQB tier as well as the OTC Bulletin Board, and that Eternal's board 'adopted and approved' the merger with no vote or written consent requested from Eternal holders. The merger has still not closed.
7 June 2011business combination● Neutral
Eternal filed its first amended registration statement (Amendment No. 1) for the planned merger with American Eagle Energy Inc. The terms are unchanged in the text shown: American Eagle holders get 164,023,288 Eternal shares (about 80% of the company, with current Eternal holders keeping about 20%), and the deal still needs a majority vote of American Eagle's stockholders. Eternal shareholders are not being asked to vote, and the NYSE Amex listing application, started around May 4, 2011, has no assurance of success.
31 May 2011material agreement● Neutral
This amends the May 26 report on the Spyglass sale and corrects the second sale: it now covers about 548 net acres for $479,500 (previously 1,096 acres and $959,000 in the filing, though the press release still shows the old figures). The first sale of about 8,188 net acres for $7,165,000 is unchanged, and the press release says it closed May 26, with the second still scheduled for July 26, 2011. The press release says Eternal keeps operatorship and plans two horizontal wells in the near term. The discrepancy between the amended 8-K/A and its press release on the second sale is unexplained.
26 May 2011material agreement● NeutralMajor
On May 19, 2011 Eternal and American Eagle Energy agreed to sell a buyer 50% of their combined interest in the Spyglass Prospect in Divide County, North Dakota. The first sale (about 8,188 net acres) is $7,165,000, split equally between the two sellers, with closing scheduled for May 26, 2011. A second sale is $959,000 for about 1,096 net acres, scheduled for July 26, 2011. Eternal continues as manager of future operations under a joint operating agreement. This sells part of the Spyglass asset mentioned in the merger deal.
4 May 2011business combination● NeutralMajor
The company filed an S-4 on May 4, 2011 to register up to 164,023,288 shares for American Eagle Energy's stockholders under the April 2011 merger agreement. Eternal holders keep their shares and would own about 20% after closing, with American Eagle holders at about 80%. The merger needs approval by a majority of American Eagle's shares, and Eternal's own holders are not asked to vote. A NYSE Amex listing is intended after closing but not assured. This moves the merger toward closing and is a continuation of that thread.