17 Dec 2021listing compliance notice▼ BadMajor
CONTANGO OIL & GAS CO 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.
8 Dec 2021listing compliance notice● NeutralMajor
CONTANGO OIL & GAS CO's exchange filed to remove a class of its securities from listing.
1 Oct 2019material agreement● NeutralMajor
Contango agreed to buy assets from White Star Petroleum, including about 315,000 net acres in the STACK, Anadarko and Cherokee areas of Oklahoma, for about $132.5 million in cash, subject to adjustments. It paid a $12.5 million deposit and owes $120.0 million at closing, which it expects in the fourth quarter of 2019. A bankruptcy court approved the sale on September 30, 2019. This is the Pending Acquisition that the September 2019 stock offering was raised to help pay for; the deal can still fail if closing conditions are not met.
23 Sept 2019material agreement termination● Neutral
Contango terminated its October 1, 2013 credit agreement with Royal Bank of Canada and repaid all obligations under it in full, after entering the new JPMorgan-led credit agreement dated September 17, 2019. This closes the older bank facility that had been due to mature on October 1, 2019.
18 Sept 2019capital raising announcement● NeutralMajor
Contango raised money in two ways: a public offering of 44,736,842 common shares plus 6,710,526 more bought by underwriters (net about $46.13 million), and a $7.5 million private sale of 789,474 Series A preferred shares to entities tied to director John C. Goff. The preferred shares convert automatically to common once more shares are authorized and shareholders approve. The proceeds are meant mainly for the cash due on a pending acquisition, with the rest going to repay revolver debt or short-term investments. Contango also signed a new JPMorgan-led revolving credit facility with a $65 million borrowing base maturing September 17, 2024, which resolves the October 2019 maturity of the old RBC facility. The large share issuance dilutes existing holders.
18 June 2019debt financing▼ BadMajor
Contango and its lenders, led by Royal Bank of Canada, amended the credit agreement, setting the borrowing base at $85 million with $75 million currently available. The company said it is still in talks about refinancing or replacing the facility, which matures October 1, 2019, and that there is no assurance a deal will be reached on acceptable terms. This is a continuation of the 2013 credit agreement, now with a firm maturity date approaching; the next borrowing base review is August 1, 2019.
17 June 2019listing compliance notice● NeutralMajor
CONTANGO OIL & GAS CO's exchange filed to remove a class of its securities from listing.
14 June 2019business combination● NeutralMajor
Contango changed its legal home from Delaware to Texas by merging into a wholly owned Texas subsidiary on June 14, 2019, after shareholders approved it at the annual meeting. Each share converted one-for-one into a share of the new company, which keeps the MCF ticker on NYSE American, and the board and officers carry over. Shareholders also approved raising authorized shares from 55,000,000 to 105,000,000 (100,000,000 common, 5,000,000 preferred), and re-elected six directors including new names Wilkie S. Colyer, Jr. and John C. Goff. Shareholder rights now fall under Texas law, which differs in some ways from Delaware's.
20 Nov 2018material agreement● NeutralMajor
Contango sold new common stock in an underwritten public offering through Cowen and Intrepid Partners. The base deal was up to 7,500,000 shares, and underwriters bought an extra 1,096,068 shares; net proceeds were about $32.7 million. The money is to reduce borrowings under the revolving credit facility and for general corporate purposes, including possible acquisitions. Existing shareholders are diluted by the new shares, and the company agreed not to sell more stock for 90 days. The filing also adds reserve-engineer consents (including for its 37% interest in Exaro Energy III) tied to the registration statement.
11 Apr 2018production update▲ Good
Contango gave a drilling update on its Southern Delaware Basin acreage in Pecos County, Texas. The River Rattler #1H (44% working interest), its first Wolfcamp B test, began production in March 2018 at an initial 24-hour max rate of 1,416 Boed (74% oil), which the company calls its best well to date. The Ragin Bull #2H is flowing back after completion, and the Sidewinder #1H and Gunner #3H wells are being drilled, with completion expected in June 2018. This continues the one-rig program planned in late 2017.
1 Dec 2017production update● NeutralMajor
In a November 30, 2017 update, Contango said it expects a one-rig program in 2018 on its Southern Delaware Basin acreage (6,775 net acres) in Pecos County, Texas, and put proved reserves at $254M PV-10 as of October 1. It also reported a borrowing base of $115M with about $79.2M drawn at September 30, 2017, 2018 oil hedges, and drilling and completion updates on the Crusader, Ragin Bull and River Rattler wells. It attributed heavy trading the day before partly to a large holder selling and partly to its removal from the S&P SmallCap 600 index. The acreage is larger than the roughly 5,000 net acres bought in 2016 (inference: it was added to since); the filing does not say how.
29 July 2016drilling progress report● NeutralMajor
On July 26, 2016 Contango closed its purchase of half of the seller's interest in about 12,100 gross undeveloped acres (about 5,000 net) in the Southern Delaware Basin of Texas. It paid $10 million cash at closing, owes another $10 million in carried well costs over 14 months, and up to $5 million in contingent fees once additional wells are spud after six are drilled. This is the acquisition the July 2016 share offering was meant to fund, and it begins a new Texas oil area for the company.
27 July 2016material agreement● NeutralMajor
On July 22, 2016 Contango agreed to sell up to 5,750,000 new shares (including 750,000 underwriters' option) through RBC, SunTrust Robinson Humphrey and Seaport Global, for net proceeds of about $46.9 million. The money is meant to fund a newly announced Southern Delaware Basin acreage purchase and drilling there, and meanwhile to pay down the revolver; if the purchase does not close, it goes to general corporate purposes. The new shares dilute existing holders, and the company agreed not to sell more stock for 90 days.
31 Oct 2014debt financing▲ GoodMajor
On October 28, 2014 Contango amended its credit agreement a second time. Interest margins are reset to a sliding scale (LIBOR loans 1.50%-2.50%, versus 1.75%-2.75% originally), and the borrowing base is reaffirmed at $275 million. The company may also spend up to $39.215 million buying back its own shares, provided no default exists and borrowing stays at or below 90% of the borrowing base, and it may use loan proceeds for this. This is the first time the credit facility has allowed share buybacks; the earlier terms restricted dividends.
16 July 2014material agreement termination● Neutral
After director John B. Juneau resigned from the board, Contango's subsidiary Contaro and Juneau Exploration, L.P. ended on July 15, 2014 their advisory agreement on Contaro's investment in Exaro Energy III LLC. Neither side has further rights or obligations under it. This ends a link to a director who had been tied to the company's prospect generation and Exaro; the filing does not give a reason for the resignation.
15 Apr 2014debt financing● Neutral
On April 11, 2014 Contango and its lenders, led by Royal Bank of Canada, amended the October 2013 credit agreement. The first $150 million of new debt issued is now permanently excluded from the automatic 25% cut to the borrowing base; only debt above $150 million triggers the 25% reduction. This amends the facility set up at the Crimson merger close.
12 Nov 2013business combination● Neutral
Contango filed Crimson's unaudited financial statements and management discussion for the three and nine months ended September 30, 2013, as follow-up to the October 1, 2013 merger. For the nine months Crimson reported revenues of $92.5M and a net loss of $10.3M; for the quarter, revenues of $31.6M and a net loss of $6.1M. At September 30 it had $229.9M of long-term debt, which the filing's context shows was refinanced at the merger close. These are Crimson's pre-merger results, not Contango's.
2 Oct 2013asset acquisition disposition● NeutralMajor
On October 1, 2013 Contango completed its merger with Crimson, which is now a wholly owned subsidiary. Crimson holders receive 0.08288 Contango shares per share (up to about 3.9 million shares in total), and existing Contango shares stay outstanding. Contango also signed a new four-year secured credit facility of up to $275 million with Royal Bank of Canada as agent, with $110 million borrowed at October 1, and used it to refinance its own $40 million Amegy facility and Crimson's first-lien ($400M capacity) and $175M second-lien loans, which were terminated. The board is now eight members (five Contango, three former Crimson), with Jay Brehmer resigning. Allan Keel became President and CEO, replacing Romano in those roles, and E. Joseph Grady became CFO, replacing Castro. Romano, Castro and Duncan resigned as officers 'in connection with the Merger'. This resolves the pending merger thread and ends the Amegy facility. The filing text shown is cut off, so other items (charter changes, vote results) are not visible.
23 Aug 2013business combination● NeutralMajor
Contango filed the definitive joint proxy statement/prospectus for the Crimson merger, dated August 22, 2013 and first mailed about August 26. Contango shareholders vote on October 1, 2013 (record date August 20) on issuing shares to Crimson holders, at 0.08288 Contango shares per Crimson share, leaving existing Contango holders with about 79.7% and their shares unchanged. The Peak estate, Brad Juneau and certain executives, holding about 10.6%, have agreed to vote in favour, and Crimson holders tied to Oaktree and Crimson executives, about 37.25% of Crimson, have agreed to vote in favour. The Contango board unanimously recommends a yes vote. This fills in the meeting dates left blank in the earlier drafts, and the Crimson support figure is now 37.25% where the context had held about 38.8%.
20 Aug 2013business combination● Neutral
Contango filed Amendment No. 3 to the Crimson merger registration statement. The visible text covers only the indemnification of directors and officers, exhibits and legal undertakings; it shows no new deal terms, and what changed from Amendment No. 2 is not visible in the excerpt. The merger process continues.
14 Aug 2013business combination● Neutral
This 8-K is filed by Crimson (not Contango) and attaches a press release: Crimson stockholders of record at the close of business on August 20, 2013 can vote on the merger, and the special meeting is expected in early October 2013. It says completion still needs Crimson stockholder approval and other conditions. This continues the pending Crimson merger and gives the first expected meeting timing.
14 Aug 2013business combination● Neutral
Contango filed Amendment No. 2 to the Crimson merger registration statement. The visible text again shows the same terms (0.08288 fixed exchange ratio, 79.7%/20.3% split) and is still preliminary, with meeting dates and voting-support percentages blank. The excerpt does not show what changed, and the registration is not yet declared effective. The merger remains pending ahead of the shareholder votes.
24 July 2013business combination● Neutral
Contango filed Amendment No. 1 to the Crimson merger registration statement. The visible text repeats the same terms (0.08288 exchange ratio, 79.7%/20.3% ownership split) and is still marked preliminary, with meeting dates and voting-support percentages blank. The excerpt does not show what changed from the June filing, and the registration is not yet effective. The merger process is continuing.
14 June 2013business combination● NeutralMajor
Contango filed the Form S-4 registration statement for the Crimson merger, the first step toward the shareholder votes. It registers up to 4,005,056 Contango shares (48,323,547 Crimson shares and equity awards x 0.08288), and repeats that existing Contango holders would own about 79.7% afterward and Crimson holders 20.3%. The document is preliminary: meeting dates and the voting-support percentages are blank, and it is not yet effective. Contango shareholders will vote on the share issuance, and existing Contango shares are not exchanged or changed in the merger. This continues the merger announced April 29, 2013.
14 June 2013business combination● Neutral
Contango signed employment agreements with five Crimson executives (A. Carl Isaac, Jay S. Mengle, Thomas H. Atkins, Jeffrey A. Sikora, John A. Thomas) that take effect only if the Crimson merger closes. Base salaries range from $250,000 to $320,000, with severance of two times salary plus prior-year bonus (2.5 times for Isaac, Mengle and Atkins within 12 months of a change in control of Contango), and excise-tax gross-ups apply to the merger itself. Contango's Senior VP of Engineering, Marc Duncan, agreed on June 10, 2013 to stay until the merger closes, then leave with $250,000 severance plus a $75,000 deferred bonus. This continues the pending Crimson merger and shows who will run the combined company's operations.
1 May 2013business combination● NeutralMajor
This filing gives the legal terms of the Crimson merger. Closing needs both companies' shareholder votes, an effective Form S-4 registration, and NYSE listing of the new shares, and either side can terminate if it isn't done by October 31, 2013. Termination fees are $28 million if Contango pays and $7 million if Crimson pays. The combined board would have eight directors (five Contango, three Crimson), and holders of about 10.6% of Contango's shares, including the Peak estate, have agreed to vote in favour. It continues the merger announced in the companion 8-K.
1 May 2013business combination● NeutralMajor
Contango and Crimson Exploration announced an all-stock merger agreement signed April 29, 2013: each Crimson share converts to 0.08288 Contango shares, leaving Crimson holders with 20.3% of the combined company. Contango would issue about 3.9 million shares and take on about $244 million of Crimson's long-term debt; both companies' shareholders must approve and closing is expected in the third quarter of 2013. Joseph Romano (now Contango's CEO and Chairman) would be Chairman, with Crimson's Allan Keel as CEO. The press release refers to the 'Estate of Kenneth R. Peak', so Peak is no longer alive or leading the company (inference from that wording). This adds onshore Texas oil-and-liquids positions after the 2011 sale of the earlier Texas assets.
5 Apr 2012capital raising announcement● NeutralMajor
On March 31, 2012, Contango formed Exaro Energy III LLC through its subsidiary Contara Company, committing up to $82.5 million over five years alongside partners (total commitments $182.5 million) to develop and acquire non-operated oil and gas properties in Wyoming. Contango owns about 45%, which could fall to about 34% if another party buys about $15 million of its commitment; it expects to fund about $41.3 million in April 2012. This is a new onshore investment after the 2011 sale of the Texas assets.
18 May 2011asset acquisition disposition● NeutralMajor
Contango sold substantially all of its onshore Texas assets to Patara Oil & Gas LLC for $40.0 million on May 13, 2011 (effective April 1, 2011). This includes the Panola County wells from the Conterra/Patara joint venture started in late 2009. Patara's CEO, B.A. Berilgen, is a Contango director, so this is a related-party sale, though the filing says the price was set by arm's-length negotiation. The company expects a roughly $0.3 million pre-tax loss and says it will use the proceeds to help fund its 2011 capital program.
25 Oct 2010material agreement● Neutral
Contango arranged a new $40 million secured revolving credit line with Amegy Bank, due October 1, 2014, at LIBOR plus 2.5% (0.75% LIBOR floor), with a $300,000 arrangement fee paid. Nothing has been drawn; the company says it has no debt, about $60 million of net cash and $40 million of unused borrowing capacity as of October 21, 2010. This is a new facility; the earlier Guaranty Bank revolver (due Oct 2010) is not mentioned in this filing.