Each one in plain English, with the numbers worked through for a shareholder.
16 June 2020business combination▼ BadMajor
Camber and Viking pushed the merger's outside date from 30 June to 30 September 2020, with room to extend to year-end while Camber clears SEC comments. Camber's shares outstanding had reached 10.3 million, up almost entirely on conversions of its Series C preferred and the conversion premiums payable in stock on them - which is why shareholders had raised the authorised share count fivefold, from 5 million to 25 million, on 16 April.
Camber and Viking amended their merger agreement again, pushing back the date either side could walk away from the deal from June 30 to September 30, 2020 (with room to extend further), as the companies continued to negotiate final terms.
Registration statement for Camber's merger with Viking Energy Group, which is a reverse takeover in all but name: Viking's holders would take about 80% of the combined company and Camber's own shareholders be left with roughly 20%, at a ratio worth about 9 cents per Viking share when the deal was signed in February 2020. Mercer Capital had given the Camber board a fairness opinion in April, a second opinion was still an empty annex, and a reverse stock split was on the same ballot.
Camber and Viking amended their merger agreement to cap how much the deal's split (Viking holders set to get 80% of the combined company) could shift based on each side's cash contributions, and agreed not to raise capital from each other's existing shareholders without consent.
Camber and Viking amended their merger agreement to cap how much either side's ownership share could shift under the deal's adjustment formula, fix a cash-requirement error, and bar either company from raising money from the other's existing shareholders - the first of several rounds of renegotiation before this version of the deal ultimately fell apart at year-end.
Confirmed the SylvaCap Media marketing deal and disclosed the dilution toll of Series C conversions: only 6.7 million shares outstanding as of May 2020 even after a 5x increase in authorized shares, with the conversion-premium price down to $0.6721 and falling -- and admitted it still needed a transaction to regain NYSE compliance.
Because of COVID-19, Camber moved its special shareholder meeting on the Viking merger to a virtual-only format - an administrative change, not a delay of the vote itself.
Camber's pending reverse merger with Viking Energy Group - agreed February 3, 2020 - had already given it a 25% stake in Viking's oil-hedging subsidiary Elysium Energy, whose hedging terms were disclosed here just as COVID-19 hit oil markets.
Camber's preferred-stock investor bought another $5 million of Series C preferred stock (525 shares at a discount to face value), continuing the financing arrangement that had funded the company through its debt crisis.
Camber disclosed the January 23, 2020 letter of intent that started its Viking Energy courtship: a proposed reverse merger in which Viking's own shareholders would end up owning about 85% of the combined company.
A January 2020 press release about hedging activity at Camber's 25%-owned Elysium Energy was re-filed for SEC merger-communication purposes - the first mention in this history of Camber's Elysium stake, which it would later trade back to Viking and eventually divest entirely.
With the Lineal pivot unwound, Camber landed back in NYSE American trouble: stockholders' equity had fallen to $3.1 million (below the $4 million minimum) after losses in three of the last four fiscal years, triggering another compliance-plan deadline, this time with an August 2021 target.
5 Feb 2020capital raising announcement● NeutralMajor
As part of the original Camber-Viking merger agreement, loaned Viking $5 million via a 10.5% secured note (maturing 2022) and simultaneously opened a fresh Series C Preferred sale -- financing both sides of the deal it was trying to close.
The Lineal merger was unwound by mutual agreement less than six months after closing: the combined company was never able to meet NYSE American's re-listing requirements, so Lineal's original owners took the business back and Camber's Series E/F preferred stock was cancelled - averting the threatened 93%+ dilution of common shareholders, but leaving Camber with about $2.34 million in notes receivable from Lineal instead of the operating business it had hoped to build around.
10 July 2019asset acquisition disposition● NeutralMajor
Camber completed its acquisition of Lineal Star Holdings - parent of veteran pipeline-services firm Lineal Industries (Pittsburgh) and Lineal Star Incorporated (Houston) - paying with newly issued preferred stock; this is the reverse-merger deal that Camber would go on to unwind before shareholder approval later that year, per the company's existing history.
Camber closed its reverse merger with Lineal Star Holdings (pipeline integrity/construction businesses Lineal Industries and Lineal Star), acquiring 100% of Lineal for new preferred stock. Once shareholders approve - not expected before November 2019 - Lineal's former owners would hold 66.67% of Camber and existing common shareholders would be diluted to just 6.67%; the filing also reveals, for the first time, that Camber's mystery Series C preferred investor since 2017 is Discover Growth Fund, which would hold a further 26.67% via new Series D preferred stock. Camber separately loaned Lineal $1.05 million.
Director Alan Dreeben converted all 44,000 shares of Series B Preferred Stock he held into 503 common shares plus $25,000 cash, releasing $1.1 million of liquidation preference -- cleaning up the cap table ahead of the planned Lineal Star Holdings reverse merger, which would itself unwind seven months later.
Camber completed due diligence on Lineal Star Holdings and moved into negotiating final, tax-free merger documents, targeting a definitive agreement within about two weeks.
Camber named its reverse-merger target: Lineal Star Holdings, a 64-year-old pipeline integrity, construction and field-services business with master service agreements in Pennsylvania, Ohio and West Virginia and expansion plans into Texas and the Gulf South. Lineal's owners would end up with 67-70% voting control of Camber once the all-stock deal closes.
NYSE American gave preliminary, non-binding approval to the structure of Camber's planned pipeline-services reverse merger, clearing a key regulatory hurdle while final documents were negotiated.
Camber and its still-unnamed pipeline-services target revised their letter of intent (now 67-70% ownership for the target's shareholders) after talks with NYSE American, with management having completed a diligence visit and a close targeted within a month.
Under new interim CEO Louis Schott, Camber pivoted strategy: it signed a non-binding letter of intent for an all-stock reverse merger with an unnamed pipeline integrity, construction and field-services company, which would give the target's owners 67% voting control of Camber. It also dropped a separate plan to buy Kansas oil and gas working interests after diligence found it wasn't worth pursuing.
Camber regained full compliance with NYSE American's continued-listing standards after roughly two and a half years of extensions and compliance plans - though its stock still fell short of the exchange's minimum share-price requirement.
Camber Energy's long-time preferred-stock investor (later revealed as Discover Growth Fund) agreed to buy up to $28 million more of Series C preferred stock, extending a financing relationship that had already supplied $19.5 million in 2017-2018 and would go on to drive years of shareholder dilution.
Opened yet another Series C facility -- up to $28 million (2,941 shares) -- with an amended $2.5 million initial closing and new trading-volume conditions on further draws; the 24.95% dividend rate continues.
Fresh off shedding its IBC debt, Camber lined up its Series C preferred investor - who had already put in $19.5 million since 2017 - for up to $28 million more, though the deal is tightly conditioned on Camber keeping its NYSE American listing and meeting minimum trading volume and share-price thresholds, so the money is far from guaranteed.