Each one in plain English, with the numbers worked through for a shareholder.
19 Mar 2024material agreement termination▼ BadMajor
Camber's ambitious plan to buy the Reno renewable-diesel plant collapsed for good: the company and RESC Renewables Holdings mutually terminated the purchase agreement, ending a deal that had once been valued as high as $750 million.
21 Feb 2024security holder rights change▲ GoodMajor
Now merged with Viking, Camber renegotiated its Series C preferred terms again: a $0.15 floor was set under the conversion-price formula (limiting further death-spiral-style dilution as the stock falls), the investor gave back a prior increase in its ownership cap, and Camber committed at least half of any future capital raised to paying down that investor's notes.
Camber filed the pro forma financial statements required after completing its merger with Viking Energy on August 1, 2023 - a routine follow-up filing confirming the deal closed as planned.
1 Aug 2023asset acquisition disposition● NeutralMajor
After three and a half years of on-again, off-again negotiations, the Camber-Viking merger finally closed: Viking became a wholly-owned Camber subsidiary, and Camber issued new shares equal to about 60% of its post-merger stock to former Viking holders, meaning Viking's own shareholders ended up with majority control of Camber.
NYSE accepted Camber's plan to fix its stockholders'-deficit problem - built around finally closing the Viking merger, commercializing Viking's technology licenses, and shrinking its Series C preferred stock - giving it until April 2024 to show progress.
The SEC declared the Camber-Viking merger registration statement effective; both companies scheduled shareholder votes for July 20, 2023, with closing expected around August 1, 2023.
The last amendment before effectiveness updated everything to 5 June 2023 and disclosed one new fact: FK Venture had put a further $800,000 convertible note into Viking on 5 June. Camber was carrying about $46.8 million of promissory notes at 3.25% maturing January 2027, and Viking was still being kept going by convertible funding from the same lender group.
The blanks were filled in: both special meetings got a record date of 22 May 2023 and the share counts became concrete -- 23,591,305 Camber common shares outstanding, plus 150 Series C and 5,272 Series G preferred, the preferred being what had diluted Camber's holders so heavily.
The amendment reworked what shareholders were actually being asked: the proposal tied to Camber's separate 26 April special meeting was dropped, the share-issuance proposal was recast from "exceeding 19.99%" to the NYSE American 20% threshold, and the earlier statement that the two companies were still "reviewing the treatment" of each other's debt was removed. The exchange ratio did not move; the ballot did.
Camber's two preferred-stock investors agreed to cancel their warrants to buy 50 million Camber shares (granted back in December 2021) in exchange for the right to redeem their remaining Series C preferred once their notes are repaid - removing a massive potential dilution overhang from the company's cap table.
Three years after first agreeing to merge, Camber registered the shares for a re-cut Viking deal on the simplest possible terms: one Camber share for each Viking share, with the combined company to trade on NYSE American as CEI. The 2020 version of this deal had been amended four times and never closed.
Camber and Viking signed a new Amended and Restated Merger Agreement (their third try): the same 1-for-1 common stock swap as before, but now also converting Viking's Series E preferred - tied to Viking's newer subsidiary Viking Protection Systems - into a new Camber Series H Preferred Stock. James Doris, already CEO of both companies, would again lead the combined business from Houston.
Camber's financial position deteriorated sharply: NYSE flagged it for a stockholders' deficit of $17.1 million (not just low equity, but negative net worth) after five straight years of losses, triggering the exchange's most serious equity-compliance thresholds all at once, with a plan due by mid-May 2023 and a compliance target of October 2024.
Camber and Viking announced they were resuming merger talks - their third attempt at combining since 2020 - after the prior agreement had again stalled.
Renaissance Technologies LLC, RENAISSANCE TECHNOLOGIES HOLDINGS CORPORATION reported a CAMBER ENERGY, INC. shareholding of 198,213 shares (1.12% of votes) in a periodic institutional filing.
The stalled Reno renewable-diesel deal came back to life in a totally different shape: instead of Viking arranging hundreds of millions in bond financing, Camber itself signed on to buy the plant for $750 million gross (about $499 million after assumed debt), paid via a seller-financed note rather than cash - still highly conditional, including on antitrust clearance and a right of first refusal held by Phillips 66.