Each one in plain English, with the numbers worked through for a shareholder.
27 Dec 2021material agreement● NeutralMajor
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.
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.