14 Oct 2020listing compliance notice▼ BadMajor
Chaparral Energy, Inc. terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
1 Sept 2020listing compliance notice● NeutralMajor
Chaparral Energy, Inc.'s exchange filed to remove a class of its securities from listing.
19 Aug 2020listing compliance notice▼ BadMajor
On August 17, 2020, the NYSE began delisting proceedings against Chaparral's common stock because of the Chapter 11 filing and suspended trading that day; the company will not appeal. The stock began being quoted over-the-counter on August 18, with no assurance that it continues. The company warns shareholders could see a significant or complete loss. This follows the earlier price-based NYSE notices and the restructuring plan.
17 Aug 2020bankruptcy or receivership▼ BadMajor
After the forbearance period, Chaparral signed a Restructuring Support Agreement on August 15, 2020 with holders of about 78% of its bank loans and about 78% of its 8.75% senior notes, to be carried out through a prepackaged Chapter 11 plan in Delaware (the filing's dates indicate the cases were filed August 16). The roughly $300 million of senior notes would convert into 100% of the new common stock, subject to dilution, with rights to join a fully backstopped $35 million convertible note offering, and bank lenders would get cash and new loans under a $300 million exit facility. All existing common stock would be cancelled with no distribution on it, but holders who do not object to the plan or opt out of releases would share $1.2 million of cash plus warrants (or $0.01508 per share for certain holders who do not hold through DTC). The company's own advisor values the reorganized equity at $70-160 million, below the $300 million and $350 million warrant strike prices, and the warrants would lose value in a sale or merger. Strategic Value Partners also gave up its two board designees and agreed not to oppose the plan.
4 Aug 2020debt financing▼ BadMajor
Chaparral chose not to make the $12.5 million (plus interest) borrowing base deficiency payment due August 3, 2020, which is an event of default under both the credit agreement and the senior notes indenture. This is the missed payment the earlier forbearance deals anticipated. The lender forbearance runs to August 9 (extendable to August 14) and the noteholder forbearance and waiver runs to August 14, so lenders and noteholders are holding off on remedies for now.
31 July 2020debt financing● NeutralMajor
The company says the July 31 hedge milestone was met: all hedges were unwound and part of the proceeds repaid credit facility borrowings (the filing gives no amount). A Second Amendment on July 29 extended the bank forbearance from July 29 to August 9, extendable by agreement to August 14. On July 30 holders of at least 75% of the senior notes agreed to forbear and waive default over the $12.5 million August deficiency payment, but not over the roughly $13.1 million interest payment, which is still unpaid with its grace period ending August 14. Restructuring talks with lenders and noteholders continue.
27 July 2020debt financing● NeutralMajor
Continuing the July 15 forbearance with its bank lenders, Chaparral's lenders approved the plan to unwind its hedges on July 22. A First Amendment effective July 24 requires the company, by 3:00 p.m. Eastern on July 31, to unwind all hedges and use proceeds to repay part of the credit facility. If net proceeds are $33 million or less, the repayment is $24 million or the total proceeds, whichever is less; above $33 million, it is the amount over $9 million. This repayment cannot count toward the remaining borrowing base deficiency payments, including the $12.5 million due by August 2, and the hedge unwind will not automatically cut the borrowing base.
15 July 2020debt financing▼ BadMajor
On July 15, 2020 Chaparral chose not to pay a roughly $13.1 million interest payment on its 8.75% senior notes due 2023; the 30-day grace period ends Aug 14, 2020. Its bank lenders agreed to hold off on remedies until July 29, 2020, subject to milestones including a plan to unwind hedges and pay down loans, with default-rate interest meanwhile. The company says it is discussing a comprehensive restructuring of its debt with lenders and noteholders.
6 Apr 2020debt financing▼ BadMajor
On April 2, 2020 Chaparral drew $90 million on its credit facility as a precaution, raising debt to $250 million and cash to $109.9 million. That night lenders cut the borrowing base from $325 million to $175 million, creating a $75 million deficiency. The company must propose a fix by April 16, possibly six monthly installments starting with $12.5 million by May 2, and missing repayment would be a default.
5 Mar 2020listing compliance notice▼ Bad
On Feb 28, 2020 the NYSE sent Chaparral another notice that its share price averaged below $1.00 over 30 trading days, with a new six-month cure period. The filing does not say what happened to the earlier November 2019 notice (inference: it was resolved or lapsed in between, but this is not stated). The company says operations and debt agreements are unaffected.
15 Nov 2019listing compliance notice▼ BadMajor
On Nov 11, 2019 the NYSE told Chaparral its shares had averaged below $1.00 over 30 trading days, breaching the minimum price rule. It has six months to cure, and the stock stays listed meanwhile with a .BC marker. The company says business operations and debt agreements are not affected.
2 Oct 2019debt financing● Neutral
On Sept 27, 2019 Chaparral signed a Fourth Amendment to its credit agreement with Royal Bank of Canada, keeping the borrowing base at $325 million. It also changed the EBITDAX definition (debt-extinguishment add-backs, broader severance add-back) and allows prepaying certain permitted senior additional debt up to $30 million. As of June 30, 2019 it had about $85 million drawn and $33 million in cash.
10 Dec 2018debt financing▲ GoodMajor
On Dec 7, 2018 Chaparral amended its Tenth Restated Credit Agreement: Royal Bank of Canada replaced JPMorgan as agent, the facility rose from $400 million to $750 million, the borrowing base from $265 million to $325 million, and pricing fell by 50 basis points. The press release says there were no borrowings outstanding and the next redetermination is spring 2019; this continues the semi-annual redetermination thread.
25 July 2018security holder rights change▲ GoodMajor
Chaparral's Class A common stock began trading on the New York Stock Exchange on July 24, 2018 under the ticker "CHAP", leaving the OTCQB market where it had traded as CHPE. The Stockholders Agreement dated March 21, 2017 (from the post-bankruptcy equity structure), as amended March 6, 2018, ended automatically with the uplisting. This follows the NYSE listing clearance reported on July 23.
23 July 2018listing compliance notice▲ GoodMajor
the exchange certified Chaparral Energy, Inc.'s securities for listing, clearing them to begin trading.
27 Dec 2017debt financing▲ GoodMajor
On Dec 21, 2017 Chaparral replaced its credit agreement with a Tenth Restated Credit Agreement with JPMorgan: a $400 million reserve-based revolver due Dec 21, 2022, with an initial borrowing base of $285 million (up from $225 million). It must keep Total Debt to EBITDAX at or below 4.00x. On Dec 22 it also agreed to buy Kingfisher County, Oklahoma properties from two private sellers for about $34.7 million and $23.8 million in cash, to be funded from the credit facility, with closing expected by Jan 5, 2018.
21 Nov 2017asset acquisition disposition● NeutralMajor
On Nov 17, 2017 Chaparral closed the sale of its EOR assets (including North Burbank) to Perdure Petroleum for $170 million, subject to adjustments, plus contingent payments; preliminary estimates put proceeds received at $163.4 million. The assets produced about 5,700 Boe/day and made up 51% of proved reserves at Sept 30, 2017. Proceeds fully repaid the $149.2 million term loan and will repay part of the credit facility, and the $225 million borrowing base was confirmed. This completes the sale announced Oct 13 and, per the company, the move to a STACK-focused business.
13 Oct 2017material agreement● NeutralMajor
On Oct 13, 2017 Chaparral's subsidiaries agreed to sell their North Burbank and Texas Panhandle enhanced oil recovery assets to Perdure Petroleum for about $170 million cash plus contingent payments (through December 2020, per the press release), with closing expected in November 2017. An $11.9 million deposit has been received. The company says this moves it toward being a pure-play STACK operator and that proceeds will reduce debt; those are management's statements.
14 Mar 2017bankruptcy or receivership▼ BadMajor
On March 10, 2017 the bankruptcy court confirmed Chaparral's reorganization plan. All existing common stock (1,392,706 shares held by 19 record holders as of Mar 8, 2017), plus options and warrants, will be cancelled on the effective date, and 100% of the new equity (subject to dilution) goes to noteholders, general unsecured and royalty litigation claimants. The bank debt will be cut by a cash payment and the remainder restructured into a four-year facility of a $225 million first-out revolver and $150 million second-out term loan. Noteholders will get about 9% of new equity for $50 million through a rights offering, backstoppers about 1%, and management up to 7% via an incentive plan. A new seven-person board takes office on the effective date, targeted before end of March 2017 but not assured. This resolves the open question of the Chapter 11 outcome and of old shareholders' treatment: they are wiped out.
20 Dec 2016bankruptcy or receivership● NeutralMajor
On Dec 14, 2016 the bankruptcy court approved the plan support agreement with certain noteholders and revolver lenders, and on Dec 19 Chaparral filed its proposed reorganization plan and disclosure statement, consistent with that agreement. A disclosure statement hearing is set for Jan 24, 2017, and the company expects to ask for a confirmation hearing in March 2017. This moves the Chapter 11 case from negotiation to a formal plan; the filing does not describe what existing shareholders receive.
9 May 2016bankruptcy or receivership▼ BadMajor
On May 9, 2016 Chaparral and its subsidiaries filed voluntary Chapter 11 petitions in Delaware and will keep operating as debtors-in-possession. The filing accelerated the revolver and the 9.875% 2020, 8.25% 2021 and 7.625% 2022 notes, but enforcement is stayed. The company says it is negotiating a debt-for-equity exchange with bondholders and lenders aiming to cut bondholder debt by about $1.2 billion. This follows the missed interest payments and forbearance in April. The filing does not state what happens to existing shareholders, so their outcome is not yet determined.
5 Apr 2016debt financing▼ BadMajor
Chaparral did not pay interest on its 8.25% Senior Notes due March 1, 2016, and the 30-day grace period expired, so an event of default occurred on April 1, 2016 ($384 million outstanding). This triggered a cross default under the revolver ($548 million drawn). It also skipped a $14.8 million interest payment on the 9.875% Senior Notes ($298 million outstanding), which becomes a default if unpaid within 30 days. Noteholders (8.25%, 9.875%, 7.625% notes) and revolver lenders agreed to hold off enforcing remedies until the earliest of April 15, 2016 or other termination events. The agreements are dated April 4, 2015 in the text, which looks like a typo for 2016 (inference).
12 Feb 2016debt financing▼ BadMajor
On Feb 11, 2016 Chaparral borrowed $141.0 million under its revolving credit facility, substantially all of the remaining undrawn amount, bringing borrowings to $548.0 million plus $828,000 of letters of credit. The funds are for general corporate purposes. It also hired Evercore and Latham & Watkins to advise on financial, transactional and strategic alternatives. The filing does not say why the borrowing was made; the hiring of advisers alongside it points to financial stress (inference).
23 July 2014asset acquisition disposition● NeutralMajor
On July 18, 2014 Chaparral closed the sales of its Ark-La-Tex and Central Basin properties to RAM Energy, for net cash proceeds of $48.5 million and $45.9 million. Four of five packages are now sold, for $249.8 million gross ($244.5 million net of closing adjustments), subject to further adjustments within 90 days. Proceeds paid down the revolver and the borrowing base fell from $532.0 million to $484.5 million. The Gulf Coast package is still being marketed. The Central Basin price is given as $48.6 million here versus about $48.1 million in the May agreement; the filing does not explain the difference.
30 May 2014asset acquisition disposition● NeutralMajor
Chaparral closed two divestitures: the Delaware Basin package to Scout Energy (May 18, 2014, $25.2 million) and the Ft. Worth Basin package to RKI (May 23, 2014, $125.0 million), net of adjustments. Proceeds paid down the revolver, and the borrowing base fell from $600.0 million to $532.0 million. This completes the April agreements. It also agreed on May 30 to sell its Central Basin properties (Texas and southeast New Mexico, about 600 BOE a day) to RAM Energy for about $48.1 million, expected to close around July 25, 2014, which would cut the borrowing base to $484.5 million. The Ark-La-Tex sale ($51.0 million) is still expected around June 26.
21 May 2014material agreement● NeutralMajor
On May 19, 2014 Chaparral signed a Limited Consent and Fourteenth Amendment to its credit agreement so the lenders approve the asset sales. Lenders waived hedging-covenant breaches that the sales could cause (hedging over 100% of production) until the earlier of delivery of the Q2 2014 10-Q or Aug 15, 2014, with conditions. If the conditions are not met, Chaparral may have to unwind some hedges. The borrowing base falls automatically as each of the five packages closes, from $600.0 million to $478.0 million if all five close as planned.
30 Apr 2014material agreement● NeutralMajor
On Apr 25, 2014 Chaparral agreed to sell its Ark-La-Tex properties to RAM Energy for about $51.0 million cash. They produce about 1,000 BOE a day, 82% natural gas, and closing is expected around June 26, 2014. Chaparral keeps the deep rights (Eagle Ford and below) in seven counties and will market them separately. With the two earlier agreements, expected proceeds from three packages are $201.2 million, and two packages remain to be sold.
10 Apr 2014material agreement● NeutralMajor
On Apr 10, 2014 Chaparral disclosed that its Board approved selling its Ark-La-Tex, Permian Basin, Gulf Coast and North Texas properties in five packages to focus on the Mid-Continent. This follows the Oct 2013 news that a banker was hired for non-core sales. Two agreements, with Scout Energy Group I (Apr 3) and RKI Exploration & Production (Apr 8), cover the Delaware Basin and Eastern Shelf/Ft. Worth Basin properties (about 2,300 BOE a day) for roughly $150.2 million cash, with about $15.0 million in deposits received. Closing is expected before May 22, 2014, and three packages are still being sold.
28 Feb 2014asset acquisition disposition● Neutral
On Feb 28, 2014 Chaparral filed the acquired-business financials promised after the Dec 18, 2013 Cabot purchase. The filing restates the price as about $153.9 million (the Dec 19 summary said about $153 million), still subject to post-closing adjustments. Cabot's properties (Panhandle Marmaton, ~66,000 net acres) had revenues of $43.1 million in 2012 and $56.9 million in the nine months to Sept 30, 2013, against direct operating expenses of $3.4 million and $5.7 million. These figures exclude depreciation, G&A, interest and taxes, so they are not full earnings. Pro forma statements are also included but their figures are not shown in the text provided. This resolves the open thread on the acquisition financials.
19 Dec 2013asset acquisition disposition▲ GoodMajor
On Dec 18, 2013 Chaparral's subsidiary completed the Cabot Oil & Gas purchase of about 66,000 net acres in Beaver and Texas counties, Oklahoma, and Ochiltree county, Texas, for approximately $153 million, subject to post-closing adjustments. This is lower than the $160.128 million in the Oct 11 agreement; the filing does not explain the difference (adjustments were allowed for). Financial statements and pro forma information for the acquisition will follow by amendment by March 5, 2014.