Each one in plain English, with the numbers worked through for a shareholder.
18 Sept 2019substantial holder notice● Neutral
John C. Goff, Goff MCF Partners, LP, GFS Contango GP, LLC, GFS Management, LLC, Goff Focused Strategies LLC, GFT Strategies, LLC reported a CONTANGO OIL & GAS CO shareholding of 32,180,644 shares (37.40% of votes) in a periodic institutional filing.
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.
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.
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.
John C. Goff, Goff MCF Partners, LP, Goff Capital, Inc reported a CONTANGO OIL & GAS CO shareholding of 6,673,678 shares (20.20% of votes) in a periodic institutional filing.
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.
John C. Goff, Goff MCF Partners, LP, Goff Capital, Inc reported a CONTANGO OIL & GAS CO shareholding of 6,248,178 shares (18.90% of votes) in a periodic institutional filing.
John C. Goff, Goff MCF Partners, LP, Goff Capital, Inc, Wilkie Colyer, Jr reported a CONTANGO OIL & GAS CO shareholding of 4,830,880 shares (18.80% of votes) in a periodic institutional filing.
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.
OCM GW Holdings, LLC, OCM Principal Opportunities Fund III, L.P.*, OCM Principal Opportunities Fund III GP, L.P.*, Oaktree Fund GP I, L.P.*, Oaktree Capital I, L.P.*, OCM Holdings I, LLC*, Oaktree Holdings, LLC*, Oaktree Capital Group, LLC*, Oaktree Capital Group Holdings GP, LLC*, OCM Crimson Holdings, LLC, OCM Principal Opportunities Fund IV, L.P.*, OCM Principal Opportunities Fund IV GP, L.P.*, OCM Principal Opportunities Fund IV GP, Ltd.*, Oaktree Capital Management, L.P.*, Oaktree Holdings, Inc.*, OCM FIE, LLC reported no remaining CONTANGO OIL & GAS CO shareholding in its periodic institutional filing.