27 Oct 2020listing compliance notice▼ BadMajor
Carbon Energy Corp deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
16 July 2020debt default or forbearance▼ BadMajor
Seven weeks after the Appalachian sale, the remaining California business needed the same treatment: its Prudential lenders granted limited waivers of covenant breaches and amended all three of its note and securities purchase agreements. The distress had simply moved to the half of the company Carbon still owned.
29 May 2020asset acquisition disposition● NeutralMajor
The Diversified sale closed on 26 May for $99.2 million in cash after adjustments, with up to $15 million still contingent. Carbon repaid and cancelled the LegacyTexas/Prosperity credit facility entirely and agreed a schedule for paying down the $25.1 million of Old Ironsides seller notes from the proceeds. President Mark Pierce and finance chief Kevin Struzeski left the same day, staying on as consultants at $25,000 a month - after the sale there was little left to run but the California venture.
6 May 2020material agreement▼ Bad
With the Diversified sale signed but not closed, the lenders agreed to delay by a month each of the two scheduled $2 million cuts to the borrowing base - just enough breathing room to reach completion.
8 Apr 2020asset acquisition disposition● NeutralMajor
Carbon agreed to sell its entire Appalachian and Illinois Basin business - the Carbon Appalachia and Nytis Exploration subsidiaries, which is to say almost everything it had built since 2011 - to Diversified Gas & Oil for $110 million in cash plus up to $15 million contingent. Yorktown's funds, holding the majority, approved it by written consent the same week, so no shareholder vote was needed.
21 Feb 2020debt default or forbearance▼ BadMajor
A second round of covenant waivers, and this time the lenders shrank the company: the borrowing base was cut from $75 million to $73 million with automatic further cuts scheduled through May, a step-down ladder that gave Carbon a deadline to find money elsewhere. This was six weeks before the oil price collapse of March 2020.
13 Sept 2019listing compliance notice▼ Bad
Carbon Energy Corp withdrew a registration statement, abandoning the offering it covered.
4 Sept 2019director officer appointment● Neutral
A new omnibus bonus plan replaced the annual ones, paying cash against quarterly or annual targets, with the three executives eligible for up to 65% of salary.
15 Aug 2019debt default or forbearance▼ BadMajor
Eight months after taking on the Old Ironsides debt, Carbon had to be forgiven for breaching its loan terms: the lenders granted limited waivers and imposed new ones - keep $3 million of liquidity, stop letting bills run past 90 days, and sell non-core assets and hand over the proceeds. This is the point at which the balance sheet started running the company rather than the other way round.
6 Mar 2019director officer appointment● Neutral
The employment contracts of McDonald, Pierce and Struzeski were amended to escrow any severance on an involuntary exit and to tighten the definition of a change of control - housekeeping, but the kind that gets done when a sale becomes conceivable.
7 Jan 2019asset acquisition disposition● NeutralMajor
Carbon closed the Appalachian buyout on the final day of 2018, paying Old Ironsides $33 million in cash plus about $25 million of its own 10% five-year notes, and took full ownership of the venture and its pipeline and mining subsidiaries. The credit facility was rewritten with LegacyTexas into a $500 million-limit borrowing-base revolver plus a $15 million term loan - a company that had been asset-light and partner-funded was now carrying the debt itself.
11 Dec 2018material agreement● Neutral
A third extension pushed the Old Ironsides walk-away date to 31 December, leaving Carbon to close by the last day of the year or lose the deal.
13 Nov 2018material agreement● Neutral
The Old Ironsides buyout walk-away date was extended again, to 30 November.
19 Oct 2018material agreement● Neutral
The deadline after which either side could walk away from the Old Ironsides buyout was pushed back, the first of three such extensions - the financing was taking longer than planned.
4 Oct 2018auditor change● Neutral
Auditor EKS&H merged into Plante Moran, so it resigned and the audit committee appointed the combining firm - a change of letterhead rather than of auditor. The company was by now filing as Carbon Energy Corporation.
4 May 2018material agreement● NeutralMajor
Carbon agreed to buy out Old Ironsides Energy's 73.5% of the Appalachian venture for about $57 million in cash, which would take the venture from a shared vehicle to a wholly owned subsidiary. It was a large cheque for a company of Carbon's size and would have to be financed.
2 May 2018asset acquisition disposition▲ GoodMajor
The California venture completed a $43 million purchase of Ventura Basin production from Seneca Resources, agreed six months earlier. Because the warrant exercise had lifted Carbon's stake to 54%, a deal signed when Carbon was a minority investor now consolidated onto its own balance sheet, funded by enlarging the venture's secured note facility.
9 Apr 2018capital raising announcement● NeutralMajor
Yorktown Energy Partners XI put $5 million into a newly created class of convertible preferred stock at $100 a share - Carbon's first designated preferred since the 2011 Series A - with the money earmarked for a capital call at one of the ventures. The controlling shareholder was again the funder of first resort.
7 Feb 2018capital raising announcement● Neutral
The matching California warrant was exercised the same way, for 1,527,778 shares. Its exercise price had been restated from $0.36 to $7.20 by the one-for-twenty share consolidation Carbon carried out in March 2017.
7 Nov 2017capital raising announcement● Neutral
The warrant issued to Yorktown's affiliate when the Appalachian venture was formed was exercised in full, paid for in venture units rather than cash, and Carbon issued 432,051 shares.
16 Aug 2017material agreement▲ GoodMajor
The Appalachian venture made its first purchase, $21.5 million of West Virginia gas properties, and Carbon raised its own commitment more than tenfold - from $2 million to $23.6 million, and from 2% to 26.5% of every future capital call. Having proved the structure, Carbon was now putting real money behind it.
17 May 2017director officer appointment● Neutral
Bonus targets for 2017 shifted back towards growth, adding a production measure alongside the debt ratio and the two cost measures.
4 Apr 2017capital raising announcement▲ GoodMajor
Carbon repeated the California structure in Appalachia: Carbon Appalachian Company was formed with two institutional investors and $100 million of equity commitments to buy producing southern Appalachian assets. Carbon put in only $2 million for 2% but manages the venture, holds a 1% carried interest and can earn up to a further 20% once the outside investors clear their return hurdle.
4 Apr 2017material agreement▲ Good
The lenders raised the borrowing base on the LegacyTexas revolver from $17 million to $23 million at the first scheduled review, six months after the EXCO purchase.
21 Feb 2017capital raising announcement▲ GoodMajor
Carbon opened a second front in California through a new vehicle, Carbon California Company: two institutional investors put in $22 million of equity plus up to $35 million of notes, and the venture bought Ventura Basin oil and gas assets from three sellers. Carbon took 17.8% of the venture and the manager's role for no cash, was paid $500,000 for doing the deal work, and issued its backers a warrant exercisable only with units of the venture itself.
5 Oct 2016asset acquisition disposition▲ GoodMajor
Carbon bought 2,334 producing Appalachian gas wells and more than 900 miles of gathering line from EXCO Resources and the BG Production companies for just $9 million - roughly 9,300 net thousand cubic feet a day of production at a distressed price. It funded the purchase and refinanced out of its Bank of Oklahoma facility with a new four-year, $100 million secured revolver from LegacyTexas Bank.
12 Apr 2016director officer appointment● Neutral
The 2016 bonus plan stayed on survival measures - operating costs, overheads and year-end bank debt - the third year running that pay was tied to spending less rather than growing.
23 Mar 2016director officer appointment● Neutral
New standard forms of restricted-share agreement were adopted for directors and officers, and the year's grants made under them.
5 May 2015director officer appointment● Neutral
With gas prices falling, the 2015 bonus plan was cut back to three defensive measures - operating costs, overheads and the debt-to-earnings ratio - dropping the growth targets of earlier years. The board also modernised the bylaws inherited from the old shell.
19 Dec 2014asset acquisition disposition▲ GoodMajor
The deep-rights sale reached a preliminary closing, with the buyer flagging title defects that Carbon and Liberty had 75 days to cure or replace with other acreage before the price would be cut.