Each one in plain English, with the numbers worked through for a shareholder.
7 Dec 2018material agreement● Neutral
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.
The Series C investor fully converted the original April 2016 debenture -- just $495,000 of principal -- into 20,037,653 shares, almost all of it from ballooning conversion-premium shares rather than the principal itself, a stark illustration of how punishing the conversion terms had become; separately entered a fresh October 2018 Series C purchase agreement for more capital.
Thirty-nine wells worked over on four Panhandle leases in Hutchinson County, Texas: the first twenty are back on production at an estimated 4,560 MCF and 450 barrels of oil a month, roughly $60,000 of gross monthly revenue, and thirteen more restored in October should add about 750 barrels a month, roughly $70,000, from November. Thirteen workover candidates remained.
Completed the tenth and final closing of the October 2017 Series C facility -- the full $16 million contracted in October 2017 has now been drawn, over eleven months and ten separate tranches.
The N&B Energy deal closed: N&B (affiliated with former CEO Richard Azar and former director Donnie Seay) formally assumed Camber's entire $36.9 million International Bank of Commerce debt and paid $100 cash, taking on assets worth about $12 million in return - IBC fully released Camber and all its current and former officers and directors from the debt. A messy, years-long default crisis was resolved by essentially trading away most of the company's oil and gas assets.
Camber and N&B Energy tweaked their asset sale agreement to bring in subsidiary CE Operating as a party and pushed the closing deadline to September 26, 2018.
Thirty-one wells worked over since the Panhandle acquisition in Hutchinson County, Texas - twenty-nine potential producers plus two saltwater disposal wells - with all twenty-nine restored to production and under flow testing, and nineteen more to do if funding allows.
International Bank of Commerce agreed to hold off collecting on its defaulted $36.9 million loan while Camber worked to close the N&B Energy asset sale, in exchange for Camber pledging most of its Oklahoma acreage, paying down interest, and depositing excess cash with the bank - if the N&B deal fell through, Camber could instead just surrender the pledged assets to IBC.
Camber's auditor GBH CPAs resigned after merging into Marcum LLP, which took over as the company's new independent accountant; GBH's most recent reports had flagged going-concern doubt.
Camber agreed to sell nearly all of its remaining oil and gas assets - including everything acquired in the 2015 Segundo Resources deal - to N&B Energy, a company affiliated with its own former CEO Richard Azar and former director Donnie Seay, for just $100 cash plus N&B assuming Camber's entire $36.9 million International Bank of Commerce debt. Camber keeps only its Glasscock/Hutchinson County acreage and some royalty interests; the deal, subject to shareholder and IBC approval, was expected to close around September 2018.
Camber corrected production figures it had accidentally carried over unchanged from the prior quarter's 10-Q: actual output for the nine months ended December 31, 2017 was 238,831 barrels of oil equivalent, not the 158,555 originally reported - a meaningfully higher real number.
25 May 2018director officer appointment● NeutralMajor
Richard Azar left as chief executive after eighteen months, taking $150,000 of severance and warrants over a million shares at $0.39. He stayed on the board - and four months later would be on the other side of the table, buying almost all of Camber's remaining oil and gas assets through N&B Energy.
Six wells reworked and put back on production at the Okfuskee County, Oklahoma property, which had one barely-producing well when Camber bought it, with three more workovers due within 30 days. On the Panhandle property in Hutchinson County, Texas, Camber met its final closing obligation and has worked over five wells, with another 38 to go if funding allows.
Drew a sixth Series C closing, but only $1 million instead of the $5 million the October 2017 agreement called for at this stage -- the investor scaling back its own commitment.
Camber executed a 1-for-25 reverse stock split and amended its Series C preferred stock deal so the investor (who had bought $6 million of the $16 million facility so far) waived prior trigger events and kept conversion terms unchanged despite the split - while also announcing a new letter of intent for an asset acquisition.
CONDAGUA, LLC, JOHN B. HELMERS, A. GLENN HELMERS reported a CAMBER ENERGY, INC. shareholding of 11,570 shares (0.02% of votes) in a periodic institutional filing.