12 Feb 2014substantial holder notice● Neutral
The Vanguard Group reported a CONTANGO OIL & GAS CO shareholding of 843,528 shares (5.55% of votes) in a periodic institutional filing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
31 Jan 2014substantial holder notice● Neutral
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.* reported a CONTANGO OIL & GAS CO shareholding of 1,287,732 shares (6.80% of votes) in a periodic institutional filing.
28 Jan 2014substantial holder notice● Neutral
BlackRock, Inc reported a CONTANGO OIL & GAS CO shareholding of 1,332,758 shares (8.80% of votes) in a periodic institutional filing.
23 Dec 2013substantial holder notice● Neutral
I.R.S. IDENTIFICATION OF ABOVE PERSON Estate of Kenneth R. Peak, I.R.S. IDENTIFICATION OF ABOVE PERSON Donna Ungermannova Peak, I.R.S. IDENTIFICATION OF ABOVE PERSON Michael Peak reported a CONTANGO OIL & GAS CO shareholding of 1,521,000 shares (8.00% of votes) in a periodic institutional filing.
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.
31 Oct 2013substantial holder notice● Neutral
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.* disclosed a new substantial CONTANGO OIL & GAS CO shareholding (6.80% of votes).
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 2013securities registration● Neutral
CONTANGO OIL & GAS CO filed the final prospectus for a registered offering.
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.
20 May 2013substantial holder notice● Neutral
I.R.S. IDENTIFICATION OF ABOVE PERSON Estate of Kenneth R. Peak, I.R.S. IDENTIFICATION OF ABOVE PERSON Donna Ungermannova Peak, I.R.S. IDENTIFICATION OF ABOVE PERSON Joseph J. Romano reported a CONTANGO OIL & GAS CO shareholding of 1,539,700 shares (10.10% of votes) in a periodic institutional filing.
13 May 2013quarterly activities report● Neutral
CONTANGO OIL & GAS CO reported a quarterly net income of $3.9 million for the period ended 2013-03-31.
10 May 2013quarterly activities report● Neutral
CONTANGO OIL & GAS CO reported a quarterly net income of $3.9 million for the period ended 2013-03-31.
9 May 2013substantial holder notice● Neutral
I.R.S. IDENTIFICATION OF ABOVE PERSON Contango Oil & Gas Company, I.R.S. IDENTIFICATION OF ABOVE PERSON Contango Acquisition, Inc disclosed a new substantial CONTANGO OIL & GAS CO shareholding (38.30% of votes).
9 May 2013substantial holder notice● Neutral
I.R.S. IDENTIFICATION OF ABOVE PERSON Crimson Exploration Inc disclosed a new substantial CONTANGO OIL & GAS CO shareholding (10.60% of votes).
3 May 2013substantial holder notice● Neutral
I.R.S. IDENTIFICATION OF ABOVE PERSON Estate of Kenneth R. Peak, I.R.S. IDENTIFICATION OF ABOVE PERSON Joseph J. Romano disclosed a new substantial CONTANGO OIL & GAS CO shareholding (10.10% of votes).
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.
12 Feb 2013substantial holder notice● Neutral
The Vanguard Group disclosed a new substantial CONTANGO OIL & GAS CO shareholding (5.23% of votes).
8 Feb 2013substantial holder notice● Neutral
BlackRock, Inc reported a CONTANGO OIL & GAS CO shareholding of 1,178,139 shares (7.75% of votes) in a periodic institutional filing.
4 Jan 2013substantial holder notice● Neutral
I.R.S. IDENTIFICATION OF ABOVE PERSON Kenneth R. Peak reported a CONTANGO OIL & GAS CO shareholding of 1,800,296 shares (11.80% of votes) in a periodic institutional filing.
21 Sept 2012substantial holder notice● Neutral
I.R.S. IDENTIFICATION OF ABOVE PERSON Kenneth R. Peak reported a CONTANGO OIL & GAS CO shareholding of 2,034,296 shares (13.30% of votes) in a periodic institutional filing.
12 Sept 2012substantial holder notice● Neutral
I.R.S. IDENTIFICATION OF ABOVE PERSON Kenneth R. Peak reported a CONTANGO OIL & GAS CO shareholding of 2,284,296 shares (15.00% of votes) in a periodic institutional filing.
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.
13 Feb 2012substantial holder notice● Neutral
BlackRock, Inc reported a CONTANGO OIL & GAS CO shareholding of 998,968 shares (6.50% of votes) in a periodic institutional filing.