Each one in plain English, with the numbers worked through for a shareholder.
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.
Libra Advisors, LLC, Libra Associates LLC, Libra Fund, L.P, Ranjan Tandon reported a AMERICAN EAGLE ENERGY Corp shareholding of 1,275,132 shares (2.80% of votes) in a periodic institutional filing.
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.
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.
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.
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.
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.
