Past year: ▼ 7%(17.75 – 24.75 USD)
Each one in plain English, with the numbers worked through for a shareholder.
5 Sept 2008business combination● Neutral
Chaparral amended the Edge merger registration statement, now setting Edge's stockholder meeting for October 23, 2008 (record date August 25, 2008) and a mailing date of about September 15, 2008. The terms shown are unchanged: 0.2511 Chaparral shares per Edge share, with existing Chaparral holders owning about 86% afterward. The merger still needs Edge common stockholder approval.
15 Aug 2008business combination● NeutralMajor
Chaparral filed a registration statement to issue shares to Edge holders in the planned merger. After closing, existing Chaparral holders would own about 86% of the common stock and former Edge holders about 14%, and Chaparral's common and Series A preferred are expected to be listed on the NYSE. The filing says the merger would make Chaparral a publicly traded company. It registers up to 29,786,650 common shares and 2,875,000 Series A preferred shares, and is a preliminary draft with the meeting date still blank.
15 July 2008business combination● NeutralMajor
On July 14, 2008 Chaparral agreed to acquire Edge Petroleum in an all-stock merger: each Edge common share converts into 0.2511 Chaparral shares, and Edge's 5.75% Series A preferred converts one-for-one into a matching Chaparral preferred. Separately, Chaparral agreed to sell 1,500,000 shares of new Series B convertible preferred to Magnetar for $150 million, closing only if the merger closes; it is initially convertible into 6,827,492 common shares at $21.97, so existing holders would be diluted. Either side owes a $15 million termination fee in specified cases, and the merger needs Edge common stockholder approval; Chaparral's board and stockholders have already approved it.
30 Jan 2008listing compliance notice▼ Bad
Chaparral Energy, Inc. withdrew a registration statement, abandoning the offering it covered.
17 Jan 2008business combination● Neutral
Chaparral filed Amendment No. 2 to its registration statement for swapping the $325 million 8 7/8% Senior Notes due 2017 for registered notes. The offer terms shown are unchanged (equal principal amount, no cash received by Chaparral), and the expiration date is still blank, so the exchange offer has not yet been completed. The guarantor list shown includes eight subsidiaries (e.g. Chaparral Real Estate, Chaparral CO2, CEI Pipeline); Calumet and JMG are not listed, consistent with the January 3 amendment.
3 Jan 2008business combination● Neutral
Chaparral filed Amendment No. 1 to its registration statement for exchanging the $325 million 8 7/8% Senior Notes due 2017 for registered notes. The offer terms shown are the same as in the August 2007 filing; the excerpt shows no new figures. The guarantor list shown no longer includes Calumet Oil Company or JMG Oil & Gas, LP, which were listed in the August 2007 filing; the excerpt does not say why.
3 Aug 2007business combination● Neutral
Chaparral filed a registration statement offering to swap the $325 million of unregistered 8 7/8% Senior Notes due 2017 (issued January 18, 2007) for registered notes with substantially identical terms. It receives no cash from the swap. This follows through on the registration-rights promise made when the notes were sold, and the filing text shown does not change the amount of debt.
24 Jan 2007debt financing● NeutralMajor
Chaparral sold $325 million of new 8 7/8% Senior Notes due February 1, 2017 to initial purchasers led by JPMorgan Securities (agreement January 10, 2007; completed January 18, 2007). It intends to use the proceeds to pay down its senior secured credit facility, which it may borrow on again. The notes rank equally with the existing 8 1/2% notes due 2015 and are unregistered, with Chaparral promising to complete a registered exchange offer within 270 days. This adds a second $325 million of notes rather than replacing the first; the filing says the proceeds go to bank debt, not that total debt falls by that amount.
6 Nov 2006asset acquisition disposition● NeutralMajor
Chaparral closed the Calumet, JMG Oil & Gas and J.M. Graves L.L.C. acquisition on October 31, 2006, at an amended price of $500 million (down from the $510 million agreed in September), with up to $17 million more if certain tax elections are made. It paid for it with a new $750 million credit facility led by JPMorgan (maturing October 31, 2010) and the $102 million from the Chesapeake share sale; after closing it had $629 million drawn, up from $201 million at September 30, 2006. The new facility replaces the earlier credit agreement, and the borrowing base steps down to $700 million on February 1, 2007 and $610 million on May 1, 2007. Calumet, JMG Oil & Gas and CEI Pipeline were also added as guarantors of the 8 1/2% Senior Notes due 2015.
4 Oct 2006capital raising announcement▲ GoodMajor
The Chesapeake share sale closed on September 29, 2006: Chesapeake bought 280,000 shares (after a 775-for-1 stock split), 102,000 from Chaparral for $102 million and 178,000 from the selling holders for $178 million. Of the latter, $40 million was paid to Altoma in 1,375,989 Chesapeake shares. The Stockholders Agreement was signed at closing. This completes the deal announced September 1 and provides the cash Chaparral planned to use toward the pending Calumet purchase.
19 Sept 2006material agreement▲ GoodMajor
Chaparral agreed to buy Calumet Oil Company, JMG Oil & Gas, LP and its general partner for $510 million in cash (up to $17 million more if certain tax elections are made). It plans to fund this by raising its revolving credit facility to up to $750 million and with the roughly $102 million from the Chesapeake share sale. The company's press release says the deal adds 4,600 barrels of oil equivalent per day and internally estimated proved reserves of 309 Bcfe, including the North Burbank Unit (about 99% working interest). Closing is expected on or after October 31, 2006, subject to diligence by Chaparral and its lenders.
8 Sept 2006capital raising announcement▲ GoodMajor
Chaparral agreed to sell shares to Chesapeake Energy, which would own about 32% of the company after the deal at $775,000 per pre-split share. Chaparral itself sells shares for $102 million and existing holders (Altoma and Fischer Investments) sell shares for $178 million. A Stockholders Agreement gives the parties board nomination rights and sets an effort to complete a qualified IPO before August 15, 2011. Chesapeake agrees not to exceed 35% ownership without board approval. New shares were issued, so existing holders' stakes are diluted; closing was expected on or after September 22, 2006.
28 Aug 2006material agreement● Neutral
The exchange offer for the $325 million 8 1/2% Senior Notes due 2015 expired on August 21, 2006 and closed on August 25, with holders of 100% of the notes ($325.0 million) tendering. This completes the exchange offer. Chaparral also signed a First Supplemental Indenture on August 24 changing the denominations in which the notes may be issued.
12 July 2006business combination● Neutral
Chaparral amended its registration statement for the exchange of its $325 million 8 1/2% Senior Notes due 2015 for registered notes. The offer terms shown are the same as in the June filing; the excerpt shows no new figures.
6 June 2006business combination● Neutral
Chaparral filed a registration statement offering to swap its $325 million of unregistered 8 1/2% Senior Notes due 2015 (issued December 1, 2005) for registered notes with substantially identical terms. Chaparral receives no cash from the swap; this follows the earlier registration filings and does not change the amount of debt.
