AMERICAN EAGLE ENERGY Corp

AMERICAN EAGLE ENERGY Corp deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

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.

bankruptcy or receivership

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.

bankruptcy or receivership

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.

bankruptcy or receivership

AMERICAN EAGLE ENERGY Corp's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

bankruptcy or receivership

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.

capital raising announcement

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.

material agreement

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.

asset acquisition disposition

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.

material agreement

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.

farm in farm out agreement

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.

farm in farm out agreement

the New York Stock Exchange certified AMERICAN EAGLE ENERGY Corp's securities for listing, clearing them to begin trading.

listing compliance notice

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.

material agreement

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.

debt financing

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.

capital raising announcement

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.

asset acquisition disposition

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.

business combination

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.

material agreement

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.

material agreement

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.

business combination

On April 8, 2011 the company signed a merger agreement with American Eagle Energy Inc. (a different company from the filer's later name), which will merge into a new Eternal subsidiary, with Eternal surviving. After closing, American Eagle holders will own 80% and Eternal holders 20%, an outcome an investment bank called fair to Eternal. A reverse split and a listing application on a senior exchange are planned, and closing is expected in early summer, subject to share registration and American Eagle shareholder approval. The press release also references the Spyglass prospect in North Dakota and the Hardy project in Saskatchewan.

material agreement

On August 28, 2006 the company signed a letter agreement to buy Zavanna Canada Corp., which owns oil and gas leases, royalty interests and production in Alberta, for an expected Cdn $11,125,000, with a Cdn $250,000 deposit paid. The deposit is refundable if the deal is cancelled by September 30, 2006, due diligence ends October 1, 2006, and closing is expected by November 15, 2006. Up to Cdn $1,000,000 of the price would be returned from escrow if Zavanna's monthly cash flow misses Cdn $275,000 (Nov 2006-Mar 2007) or Cdn $300,000 (Nov 2006-Jun 2007). This is the company's first Canadian asset deal, outside the Nevada and North Sea projects, and it is not yet closed.

material agreement

The private placement's fourth and final closing, on May 31, 2006, sold 440,000 units for $220,000. In total 13,124,000 units were sold for $6,562,000 at $0.50 each, each with a two-year warrant at $1.00. The press release says proceeds will fund exploration in the North Sea and Nevada and general corporate purposes. This ends the financing thread and leaves the company funded for now, with more shares and warrants outstanding.

capital raising announcement

On May 19, 2006 the company signed a revised North Sea Quad 14 letter agreement with International Frontier, Palace, Oilexco and Challenger Minerals, with Oilexco to be operator. The company will now fund 12.50% of drilling costs instead of 15%, and its working interest after drilling falls to 9.1875% from 10%. The Laurel Valley #1 well is to start by December 31, 2006, which replaces the earlier second-quarter 2006 target. It still needs UK Department of Trade and Industry approval and definitive agreements.

material agreement

Effective April 17, 2006 the company agreed with Eden Energy that it can join the Cherry Creek Project, about 77,000 gross and net acres in central eastern Nevada, on the same terms as the earlier Nye County deal. The company says that of its two Nevada prospects it intends to focus first on Cherry Creek. This adds a second Nevada prospect alongside Big Sand Spring Valley and shifts initial exploration focus toward it.

material agreement

The company completed a second closing of its private placement on March 29, 2006, selling 8,666,000 units at $0.50 for $4,333,000, bringing the total to about $5,938,000 per the press release. Terms are the same: each unit is one share plus a two-year warrant at $1.00, with the same registration deadlines and penalty. More shares and warrants are now outstanding, which dilutes existing holders.

capital raising announcement

The company closed the first part of a private placement on March 2, 2006, selling 3,210,000 units at $0.50 each for $1,605,000. Each unit is one share plus a two-year warrant to buy another share at $1.00. It must file a resale registration statement within 120 days and get it effective within 180 days or pay investors 1.0% per 30 days, and it owes finders 8% of proceeds. More closings were expected through March 17, 2006. This is the first outside money raised since the $1,126,000 placement at the time of the November 2005 Nevada deal, and it adds shares and warrants, so it dilutes existing holders.

capital raising announcement

On January 30, 2006 the company took an option, via a letter agreement with International Frontier Resources, to join drilling of a test well in North Sea Quads 41 and 42, for a ten percent working interest. It paid $75,000 up front, will pay 15% of test well, testing and completion costs, and must provide a $1,500,000 letter of credit for Palace Exploration. It also pushed the Quad 14 letter-of-credit deadline from February 5 to March 3, 2006 with no other changes, and agreed to issue 350,000 shares to finder Taverham Company Ltd. only when the Quad 14 and Quad 41/42 acquisitions close. This adds a second North Sea project beyond the Quad 14 deal from November 2005; the press release says drilling is tentatively set for the third or fourth quarter of 2006, subject to rig availability.

capital raising announcement

On November 29, 2005 Eternal Energy agreed with International Frontier Resources to take a 10% working interest in a North Sea exploration project in Quad 14 (a 255 square kilometer block). It pays $90,000 up front plus 15% of the costs of the first exploratory well, and provides a $1,500,000 irrevocable letter of credit in favor of Palace Exploration Limited. The press release says drilling is scheduled for the second quarter of 2006, subject to rig availability. This adds a second exploration area beyond the Nevada project.

material agreement

This information statement explains the change in control around the Nevada deal. On November 7, 2005 there was a 35-for-1 forward split, and Bradley Colby took beneficial ownership of 26,250,000 post-split shares from Fisher and Murdoch, of which 23,000,000 were cancelled, leaving him 3,250,000. Colby and John Anderson joined the board and Colby became President, CEO, Treasurer, CFO and Secretary; Fisher, Murdoch and Sturdy resign from the board ten days after filing. A private placement raised $1,126,000 for 1,126,000 shares plus warrants at $1.20, and 28,876,000 shares were outstanding.

business combination

On November 7, 2005 Golden Hope merged with its new subsidiary and renamed itself Eternal Energy Corp. Through the merger it took over a purchase agreement with Merganser Limited, giving it Merganser's rights to a 50% working interest in leases of about 82,184 gross acres in the Big Sand Spring Valley Prospect, Nye County, Nevada, partnered with and operated by Eden Energy. Merganser is to receive 1,000,000 shares for each 10,000,000 barrels of net proved oil reserves in a calendar year, and the filing says the company will need more funding, which may dilute shareholders. It also reports a private placement (Item 3.02, details truncated in the text provided). This turns a shell-like company into a Nevada oil and gas exploration company.

business combination