Each one in plain English, with the numbers worked through for a shareholder.
14 Nov 2022listing compliance notice▼ BadMajor
Camber picked up a new NYSE deficiency for its rock-bottom stock price (under $0.20 for 30 days), earning its shares a '.BC' below-compliance tag; the company is now weighing a reverse stock split to fix it.
One of Camber's preferred-stock investors agreed to give up all further rights to additional conversion shares on stock it had already converted, and to stop trying to convert its promissory notes into common stock at all - a rare step back from dilution amid the ongoing effort to keep the company on NYSE American.
1 Nov 2022security holder rights change▲ GoodMajor
The two Series C preferred investors gave up the mechanism that had done most of the damage: from 28 October 2022 a share price below $1.50 would no longer extend the measurement period used to set their conversion rate or entitle them to extra shares, and they waived any such shares going forward. In return they got a release and an indemnity. After five years in which the Series C ratchet drove Camber's share count relentlessly higher, this was the ratchet being switched off to protect the NYSE American listing.
Camber's two preferred-stock investors, Discover Growth Fund and Antilles Family Office, sued it in federal court over the late SEC filings; the company settled by agreeing to issue unrestricted, freely-tradeable common shares on future preferred conversions and to reserve 500 million shares of common stock for that purpose - a settlement structure that points to severe dilution ahead for existing shareholders.
NYSE extended Camber's filing deadline to May 20, 2022 - now described as the final cure date, with delisting proceedings to start automatically if the overdue reports still aren't filed by then.
Camber's accounting problems deepened: beyond the Series C preferred misclassification already disclosed, the company now says it also should have booked a derivative liability tied to a seven-year dividend commitment, and separately that its December 2020 acquisition of Viking Energy stock should have been accounted for as an equity-method investment rather than a full consolidation - a more fundamental do-over of how Viking's numbers flow into Camber's own financials.
Camber racked up yet another NYSE compliance problem - it missed the deadline to hold its 2020 annual shareholder meeting, unable to do so until its overdue financial reports are finally filed.
One day later, sold the same investor $100 million face value of new Series G Preferred Stock -- but the investor paid only $5 million cash upfront, financing the rest with its own promissory notes back to Camber payable through 2022, plus warrants on 100 million more shares -- a deal whose headline size is mostly paper unless the investor's own notes get paid.
Using proceeds from its new $25 million loan, Camber bought back and cancelled 1,664 shares of Series C preferred stock for $18.85 million cash - part of the plan to simplify its preferred-stock structure by cashing out the smaller of its two preferred investors.
Took out a new kind of financing -- a straight $25 million loan (a $26.3 million note with 5% OID) from its Series C-era investor, convertible at $1.50/share, secured by Camber's assets and a pledge of Viking shares, guaranteed by Viking itself, and paired with warrants on 50 million shares at $10-$20 -- a much larger, harder-secured facility than the preferred-stock rounds that preceded it.
Camber's forbearance deadlines were extended once more (filings now due January 14, 2022), but this time with an explicit warning attached: miss the December 31 share-reserve deadline or the new filing deadline, and the company will be in outright, uncured default on all of its notes and agreements with the investor.
The Reno renewable-diesel plant deal got bigger and more concrete: Viking and the seller fixed the price at $300 million ($25 million cash plus Viking preferred stock, with up to $75 million more if the plant outperforms), pushed the closing to end of January 2022, and Viking advanced another $500,000 bridge loan to keep the project funded - though the deal still depends entirely on Viking lining up hundreds of millions in bond financing.
Camber lined up a pivotal $25 million loan from its main investor - to be used mainly to buy out all other Series C preferred shareholders and pay off near-term secured debt - conditioned on the same shareholder vote to raise authorized shares; if it closes, the investor also gets warrants on 50 million shares at $10-20 each, a large potential future stake.
Camber's investor agreed to much friendlier terms on its roughly $21.5 million of notes - maturity pushed out to 2027, a lower prime-rate interest rate, and a higher $1.50 conversion price - but only if shareholders approved raising the authorized share count by December 31, 2021.
NYSE granted Camber yet another short extension, to January 14, 2022, to file its three overdue reports, with delisting proceedings still possible if the maximum cure period (May 2022) is exceeded.
Camber took a further $1 million from the same investor already holding $20.5 million of its notes, signing a $1,052,631.58 note carrying a 5% original issue discount and 10% interest, due 8 March 2022 and convertible at $1.25 a share. It is secured by a first-priority charge over Camber's shares in Viking Energy and over its other assets.
Camber's Series C investors gave it yet another short extension - to December 17 - to catch up on overdue SEC filings, with the December 31 deadline to reserve enough authorized shares for conversions unchanged.
NYSE formalized Camber's filing delinquency across three overdue reports (its transition 10-K and two 10-Qs), all stemming from the Series C accounting restatement, giving it until December 17, 2021 (with a possible extension to May 2022) before delisting proceedings could begin.
Camber's Series C investors gave it a little more room on the forbearance deal struck in October, pushing the overdue-filings deadline to December 6, 2021, while the December 31 deadline to reserve enough authorized shares - contingent on a shareholder vote - stayed in place.
Viking agreed to buy a Reno, Nevada renewable-diesel plant still under construction from RESC Renewables Holdings, paying $8 million cash plus convertible preferred stock, with the rest of the huge project funded by a $250-275 million bond Viking still has to arrange - a major, highly conditional bet on renewable fuels that could fall through if that financing isn't secured.
18 Oct 2021asset acquisition disposition● NeutralMajor
A week after exiting Ichor, Viking also gave up its Elysium oil and gas operations - the same business Camber had built a direct equity stake in back in 2020 - to an affiliate of the original seller, again with the buyer simply assuming the associated debt as full consideration.
Camber's Series C preferred investors notified the company it had breached its financing agreements - by filing SEC reports late and not reserving enough authorized shares for conversions - putting its $20.5 million of notes at risk of acceleration. The investors agreed to hold off on declaring default if Camber caught up on filings by mid-November and secured enough authorized shares by year-end, but Camber permanently lost its right to redeem the preferred stock early.
12 Oct 2021asset acquisition disposition● NeutralMajor
Viking gave up its Ichor oil and gas assets (roughly 58 producing wells acquired back in December 2018) to an affiliate of the original seller, with the buyer simply assuming all of Ichor's associated debt and obligations as the entire purchase price - a wash that let Viking exit a legacy, debt-encumbered oil and gas position as it pivots toward power generation and clean energy.
Camber dismissed Marcum LLP as auditor - a direct consequence of the Series C preferred restatement Marcum's own reports were now caught up in - and hired Turner, Stone & Company to redo the audits for fiscal 2019, 2020 and the nine-month transition period.
Camber disclosed that nearly five years of its financial statements (fiscal 2017 through the quarter ended September 2020) can no longer be relied on: its Series C preferred stock should have been classified outside permanent equity the whole time, an error only fixed by an April 2021 rewrite of the preferred stock's terms. Restated 10-K/A and 10-Q/A filings are coming - explaining much of the chronic late-filing trouble with NYSE over the past year.
Viking licensed ESG Clean Energy's patented power-generation technology, which captures carbon dioxide from stationary generators, with exclusive rights in Canada and non-exclusive rights at up to 25 U.S. sites - paying $1.5 million upfront plus scheduled payments and royalties of up to 15% of related revenue.
Viking closed the deal previewed two weeks earlier: it paid about US$8 million to acquire 60.5% of Simson-Maxwell, a Canadian industrial-engine and power-generation-equipment maker, becoming Camber's first operating business outside oil and gas.
30 July 2021asset acquisition disposition▲ GoodMajor
Camber bought another $11 million of Viking stock, raising its stake from about 62% to 73%, with the cash earmarked for Viking to pursue a majority stake in an industrial-engine and power-generation company and to license a patented carbon-capture power system - Camber's first real move beyond oil and gas.