Each one in plain English, with the numbers worked through for a shareholder.
12 July 2021material agreement▲ Good
Camber and its Series C investor extended the maturity of all three secured notes ($20.5 million total) from December 2022 to January 2024, while raising the price at which the investor can convert them into Camber stock from $1.00 to $1.25 a share.
12 July 2021capital raising announcement▼ BadMajor
Opened a new $15 million Series C tranche (1,575 shares) tied to the February 2021 re-signed Viking merger agreement -- the same investor relationship, financing the same deal, for the third time.
Camber missed another NYSE filing deadline, this time for its transition-period 10-K covering the nine months to December 31, 2020 (its fiscal year-end had shifted to align with Viking) - delayed by the complex purchase accounting for its new controlling stake in Viking and turnover at its audit firm.
Camber's borrowing from its Series C preferred investor kept growing - $6 million in December 2020, $12 million more later that month, and now another $2.5 million - for $20.5 million total, secured by a first-priority claim on Camber's Viking Energy shares. A related filing also confirmed a 'Trigger Event' had occurred under the Series C terms and that Camber had breached a prior agreement, blocking its early-redemption rights.
Camber and Viking signed a fresh Agreement and Plan of Merger (replacing the 2020 version, which lapsed): Viking's common stock would convert 1-for-1 into Camber common stock and its preferred into a new Camber Series A Preferred, with James Doris - already CEO of both companies - to lead the combined company from Houston. The deal had to close by August 1, 2021 or either side could walk away.
13 Jan 2021capital raising announcement● NeutralMajor
During the Dec 2020 pivot to a direct Viking stock purchase, paid off $20.9 million Viking owed to lender EMC Capital Partners by issuing EMC 1,890 shares of Camber Series C Preferred Stock (plus $325,000 cash from Viking) -- a debt-for-equity swap that both cleaned up Viking's balance sheet and let Camber add 145,384,615 more Viking shares to its holding.
With the direct purchase of voting control of Viking about to close, the board rewrote its own pay: every non-executive director, interim chief executive Louis Schott and finance chief Robert Schleizer would each collect $100,000 for past service plus a $50,000 success bonus, all payable only if the Viking deal completed.
23 Dec 2020asset acquisition disposition● NeutralMajor
Camber and Viking scrapped their year-long merger agreement entirely and instead had Camber directly buy 51% of Viking's stock for $10.9 million cash plus cancellation of $9.2 million in notes Viking owed it, funded partly by a new $12 million loan from its preferred-stock investor that would come due early if a full merger wasn't signed again by March 2021 - the pivot between the deal's original 2020 agreement and its eventual 2021 re-signing.
Camber landed in a fresh NYSE compliance problem, this time for filing its Q3 2020 10-Q late - delayed by unresolved accounting questions over how to treat its Series C preferred stock in the pending merger's S-4 filing - with a six-month cure window before delisting risk, on top of the stockholders'-equity compliance plan already running from February.
Amendment No. 2 restated the Viking deal after four rounds of renegotiation - amendments in May and June 2020, an amended and restated merger agreement on August 31, then a further amendment on October 9 - and supplied the second fairness opinion the June filing had left as a blank annex, from Scalar, LLC alongside Mercer Capital. The 80/20 split in Viking's favour still stood, while Camber went on converting notes into stock at 15 cents a share and issuing millions of shares in the meantime.
Camber and Viking fixed the merger's ownership split at a flat 20% for Camber shareholders (ending the previous 15-25% sliding scale), pushed the deal deadline to December 31, 2020, and dropped a closing condition requiring consent from Viking's lender, ABC Funding.
Camber and Viking again amended their merger agreement, this time to fix the percentage of the combined company that Camber's own stockholders would hold after closing - a sign the ownership split was still being renegotiated less than three months before the deal was ultimately terminated.
Camber's authorized share count was fully exhausted - all 25 million shares issued - purely from Series C preferred conversions, meaning it can no longer issue any new stock for anything (acquisitions, capital raises, employee comp, or further preferred conversions) until shareholders approve raising the cap, which the company now plans to seek at the same meeting called to approve the Viking merger.
Camber and Viking gave another joint update on their now fully Amended and Restated Merger Agreement (dated August 31, 2020); Camber's share count had grown further to about 23.9 million.
Camber's share count climbed to nearly 23.9 million, edging up against its 25 million authorized limit, still driven almost entirely by Discover Growth Fund's ongoing Series C preferred conversions, as the Viking merger remained pending.
Far from a routine update: by this amendment the February 2020 Viking merger agreement had been amended three more times (15 June, 25 June) and then wholly amended and restated on 31 August 2020. The restated deal added Camber Series A preferred stock for Viking's preferred holders, with voting and conversion rights that float and would not be known when shareholders voted, and a new preferred-issuance proposal that closing now depended on.
Camber and Viking signed an Amended and Restated Merger Agreement: Viking's own preferred stock would convert into a new Camber Series A Preferred Stock on closing, an antitrust-filing requirement was dropped, and the deal now needs a tax opinion confirming it qualifies as a tax-free reorganization. The board also approved contingent-on-closing payouts to Camber's directors and officers (including $100,000 past-service payments and $50,000 success bonuses to interim CEO Louis Schott and CFO Robert Schleizer), plus post-merger consulting deals for Schott's and Schleizer's own companies.
Camber extended its digital-marketing services agreement with SylvaCap Media, and separately amended its Viking merger structure to let Viking's own Series C preferred holders convert into an equivalent new class of Camber preferred stock rather than only common stock.
Camber gave a further update on the Viking merger; its share count had grown to nearly 19 million (from a base of just 5 million authorized before April 2020) almost entirely because Discover Growth Fund kept converting its Series C preferred stock into common shares.
Camber and Viking gave a joint update on the merger's status and 10-Q filing timing; Camber's share count had nearly doubled to about 18.9 million since April, almost entirely from Series C preferred stock converting into common shares.
Merger partner Viking Energy announced it had reactivated wells and begun selling stored oil inventory, alongside an update on the pending Camber-Viking merger.
Viking reported it had reactivated shut-in wells and begun selling off stored oil inventory as prices recovered from the COVID-19 crash, alongside a further update on its pending merger with Camber.
Camber disclosed that its latest annual report carried a going-concern warning from its auditor - a real signal of financial distress it was required to flag under NYSE American rules - while its share count kept climbing (13.2 million shares) as Series C preferred stock kept converting into common stock.
Camber clarified that its $4.2 million advance to Viking was actually made in exchange for an additional 5% stake in Elysium Energy Holdings, bringing Camber's total Elysium ownership to 30% - correcting an earlier filing that misstated both the Elysium entity name and the note amount.
Ahead of completing its own acquisition, Camber advanced money to merger partner Viking Energy under a secured note - an unusual step of the acquirer financing its target before the deal closed.
Camber loaned Viking another $4.2 million (total $9.2 million since February) secured against Viking's Elysium and Ichor subsidiaries, and picked up a further 5% of Elysium (now 30% owned by Camber) as consideration; the loans are forgiven if the merger closes, but Viking would owe a 15.5% premium plus a scaled share of Elysium back to Camber if the deal instead falls apart.
23 June 2020capital raising announcement▼ BadMajor
Opened another Series C tranche -- 630 shares for $6 million -- explicitly tied to the pending Viking merger, with a clause forcing Camber to buy the shares back at 110% of face value if the merger fails.