28 Oct 2013listing compliance notice▼ BadMajor
CRIMSON EXPLORATION 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.
2 Oct 2013material agreement termination● NeutralMajor
With the merger on October 1, 2013, Crimson ended its Wells Fargo credit agreement (borrowing base $100 million, no early-termination penalties) and its $175.0 million second lien term loan with Barclays as agent, which includes a lender affiliated with OCM GW Holdings. Repaying the second lien required a 1% prepayment fee. This resolves the earlier open question about Crimson's debt facilities, though the filing does not say how the debt was repaid.
2 Oct 2013business combination● NeutralMajor
The Contango merger closed on October 1, 2013. Crimson holders approved it (31,078,074 for, 3,771,553 against, 478,691 abstained), and Crimson is now a wholly-owned Contango subsidiary. Each Crimson share became 0.08288 Contango shares (about 3.9 million Contango shares in total, with cash for fractions). Crimson's shares were suspended from Nasdaq trading on October 2, 2013, and Crimson intends to file Form 15 to end its reporting duties. Allan Keel, B. James Ford and Lon McCain joined Contango's board, and the other Crimson directors resigned. This completes the merger thread.
1 Oct 2013listing compliance notice● NeutralMajor
CRIMSON EXPLORATION INC.'s exchange filed to remove a class of its securities from listing.
23 Aug 2013business combination● Neutral
Crimson and Contango announced that the SEC declared their merger registration statement (Form S-4) effective, and set October 1, 2013 for both special shareholder meetings, with holders of record on August 20, 2013 entitled to vote. The parties expect to close promptly after shareholder approval, subject to customary conditions. This clears one of the open conditions for the Contango merger.
23 Aug 2013business combination● NeutralMajor
Crimson filed its final joint proxy statement/prospectus with Contango for the merger agreed on April 29, 2013. Each Crimson share would convert into 0.08288 Contango shares (a fixed ratio), leaving former Crimson holders with about 20.3% of Contango. Both companies hold special meetings on October 1, 2013; Oaktree affiliates and Crimson's executive officers, holding about 37.25% of Crimson's shares, have agreed to vote in favor. This moves the pending merger toward the shareholder votes.
8 Aug 2013business combination● Neutral
Crimson reported second-quarter 2013 revenue of $36.8M (vs $30.5M a year earlier) and net income of $0.5M (vs $3.9M), with oil and liquids production up 29% to 3,974 barrels per day. It completed Grace Hall C #1 and Payne B #1 Woodbine wells (989 and 1,195 Boepd gross IP) and committed a rig to continuous Buda drilling for the rest of 2013. The Contango merger is still pending, with closing expected in September or October 2013, subject to the remaining conditions.
20 June 2013drilling progress report▲ Good
Crimson announced its first Buda oil well, the Beeler #2H (50% WI) in Dimmit County, at a gross 24-hour rate of 859 Boepd and a 30-day average of 797 Boepd, completed without fracture stimulation. It estimates about 10,140 gross acres prospective for the Buda (up from 8,475 in April), and plans a second Buda well in mid-July; this resolves the Beeler #2H result that was pending in the earlier updates.
30 Apr 2013business combination● NeutralMajor
Crimson agreed to be acquired by Contango Oil & Gas in an all-stock merger: each Crimson share will convert into 0.08288 Contango shares (cash only for fractional shares). It needs approval from both companies' shareholders, an effective S-4 registration and NYSE listing, and can be terminated if not completed by October 31, 2013; the break fee is $7.0M if Crimson pays and $28.0M if Contango pays. Directors and officers and Oaktree entities signed agreements to vote for the deal, and Crimson's CEO Keel and CFO Grady are slated to hold the same roles at the combined company. This is a new thread that, if completed, would end the current Crimson shares in exchange for Contango shares.
17 Apr 2013drilling progress report▲ Good
Crimson reported its second 2013 Woodbine well, Mosley B #1H (82.8% WI), at a gross initial rate of 1,143 Boepd; Payne B #1H is drilling with first production expected by end of May. The Covington-Upchurch #1H in Grimes County has been producing at 2,500 Mcfepd on a highly restricted choke while waiting for a midstream refrigeration plant that has now started up, and the first Buda well (Beeler #2H) is drilling at 6,025 feet with initial production expected in May.
3 Apr 2013drilling progress report▲ Good
Crimson reported its first 2013 Woodbine oil well, the Nevill-Mosley #1H (82.0% WI), came in at a gross initial rate of 1,164 Boepd, with a second well (Mosley B #1H) drilled and awaiting completion and a third (Payne B #1H) drilling. It also said it is about to start its first Buda-targeted well, the Beeler #2H (50% WI) in Dimmit County. Management states completed well costs are down about 34% since the March 2012 Mosley #1H, which continues the Woodbine redevelopment thread from the earlier context.
22 May 2012material agreement▲ GoodMajor
On May 17, 2012 Crimson signed a seventh amendment to its Wells Fargo revolver, extending maturity from January 2012's timetable to May 31, 2015 and cutting the interest margin to 1.75%-2.75% over LIBOR and the commitment fee to 0.375%-0.500%. It also set a minimum interest coverage ratio of 2.50x, allows property sales up to 5% of the borrowing base between redeterminations, and lets Crimson hedge up to 80% of expected production. This addresses the revolver refinancing thread; the second lien maturing May 2012 is not addressed in the text shown (the amendment text refers to Second Lien Loans still outstanding).
14 Mar 2012drilling progress report● Neutral
Crimson's first Woodbine horizontal well, Mosley #1H (about 88.8% WI), began flowback on March 9, 2012, and management calls initial rates very positive, with no figures yet. In the Eagle Ford, Glasscock A #1H (95.5% WI) started at 726 Boepd, below the Littlepage McBride wells, while the Dimmit County Beeler #1 (50% WI) started at only 370 Boepd. Because of Beeler, Crimson is delaying completion of KM Ranch #2 and will study completion methods before drilling more wells in that area, so the Dimmit/Zavala area is less promising than Karnes so far.
10 Feb 2012production update▲ Good
Crimson reported another Karnes County Eagle Ford oil well, Littlepage McBride #7 (53% WI), at a gross initial rate of 1,019 Boepd; the seven wells in that area average 1,060 Boepd. Beeler #1 (Dimmit County, 50% WI) is in flowback, KM Ranch #2 (Zavala, 50% WI) awaits completion, and the first Woodbine horizontal well in Madison County, Mosley #1H (89% WI), is due to be completed in February. The company now describes about 5,400 net acres in East Texas (down from about 12,000 in 2011), about 8,000 in the Eagle Ford and about 17,000 in Madison and Grimes counties; the filing does not explain the East Texas change.
13 Apr 2011drilling progress report▲ GoodMajor
Crimson's first Karnes County Eagle Ford well, Littlepage McBride #1 (53% WI), started producing in early April 2011 at a gross 876 barrels of oil and 717 Mcf of gas a day, and management says it plans to move more 2011 capital to Karnes County. Catherine Henderson #A-9 in Liberty County (66% WI) began producing at a gross 9.6 MMcfe/d; Kodiak #1 and Blue #1 in East Texas are in completion with production expected within weeks, and a first Zavala County Eagle Ford well is due to spud around May. This follows the March plan and shifts the 2011 budget towards oil.
4 Mar 2011production update▲ GoodMajor
Crimson reported proved reserves of 166.5 Bcfe at Dec 31, 2010 (PV-10 about $239.7M), up 71% from 97.5 Bcfe a year earlier, with a reserve replacement rate of 634% of 2010 production; this updates the 154.3 Bcfe figure at Sept 30, 2010. It set a $60M 2011 capital budget (about 12 wells, 11 operated) emphasising oil and liquids-rich targets, and gave well updates: Halbert Trust #1 (29% WI) tested at a restricted 10 MMcf/d, Windham #1 and Born #1 (20% WI each) are flowing back, and Blue #1 (71% WI) production is scheduled for April. Q4 2010 output was about 4.0 Bcfe (43,000 Mcfe/d), but full-year 2010 production of 12.9 Bcfe was below 2009's 14.9 Bcfe.
14 Dec 2010drilling progress report▲ GoodMajor
A December 9, 2010 press release reports the Gobi #1 H Mid-Bossier well (70% WI) producing 11.7 million cubic feet of gas per day (restricted rate), and drilling updates on other East Texas and Bee County Eagle Ford wells. It also reports proved reserves of 154.3 Bcfe at Sept 30, 2010 (PV-10 about $248.1M), up about 58% from 97.5 Bcfe at Dec 31, 2009. These are the company's own, independently estimated figures; the prior Culberson County and legacy-asset threads are not mentioned.
29 Oct 2010capital raising announcement● NeutralMajor
On October 26, 2010 Crimson sold 4,250,000 new shares (about 9.9% after the deal) at $5.00 for $21.25M to America Capital Energy Corp (ACEC), a US arm of Shanghai Zhong Rong Property Group. ACEC also holds a 60-day option to buy 1,750,000 new Series I preferred shares for $8.75M, which would convert one-for-one into common (taking ACEC to about 13.4%) and let ACEC appoint a director. Proceeds are for general corporate purposes, including drilling; further dilution if the option is exercised.
14 June 2010material agreement● Neutral
Effective June 9, 2010 the senior revolver's maturity was extended from May 8, 2011 to January 8, 2012, and its borrowing base was reset to $100.0M from $105M, with only $95M usable until extra hedges are added. The company had $38M drawn at May 31, 2010, so the press release puts availability at $62M; the next review is November 1, 2010. Debt is much lower than the $129.5M outstanding in Nov 2009, following the equity raise.
22 Dec 2009capital raising announcement▲ GoodMajor
Crimson sold 20,000,000 new common shares at $5.00 in a public offering that closed December 22, 2009, for about $93.1M net (underwriters hold an option for 3,000,000 more). $83.1M of it repaid revolver debt, and the Series G and H preferred shares converted into about 12,100,736 common shares. This resolves the preferred-heavy structure for those two series and adds significant dilution, but cuts bank debt.
16 Dec 2009listing compliance notice▲ GoodMajor
Nasdaq certified CRIMSON EXPLORATION INC.'s securities for listing, clearing them to begin trading.
13 Nov 2009debt financing▼ BadMajor
On November 6, 2009 Crimson got lender waivers of its current-ratio and leverage covenants for the quarter ended September 30, 2009 under both the senior revolver and the $150M second lien loan, and its revolver borrowing base was set at $140.0M with $129.5M outstanding. It also issued a $10.0M unsecured note to Wells Fargo (due Jan 15, 2010, proceeds used to repay revolver debt), backed by $10.0M that majority holder Oaktree put in escrow, and paid Oaktree a $2.0M 8% subordinated note (due no earlier than Nov 8, 2012) for that support. This follows the July 2009 amendment and shows covenant relief was needed again; Oaktree is propping up the company.
5 Aug 2009material agreement▼ BadMajor
On July 31, 2009 Crimson and its bank group amended the May 2007 senior revolver: borrowing costs rise (LIBOR margin 2.75%-3.50%, commitment fee 0.500%), and the debt limits for the June 30, 2009 quarter are loosened (leverage ratio up to 3.25x instead of 2.75x; current ratio down to 0.75 from 1.00). The next borrowing base review is set for November 2, 2009. The filing states the changes but not why they were needed; it is an inference that the company wanted covenant room for that quarter.
4 June 2008asset acquisition disposition▲ GoodMajor
Crimson completed the Smith Production purchase announced in May 2008, paying $65 million cash (subject to closing adjustments) funded from its senior revolver. It gets about 16,000 gross acres, with a 25% non-operated interest in Samano Field and 100% operated interests in North Bob West, Brushy Creek and Hope fields, plus about 7 mmcfe per day from 137 wells. This resolves the pending agreement from the previous filing.
2 May 2008material agreement● NeutralMajor
On April 29, 2008 Crimson agreed to buy interests in four producing gas fields and undeveloped acreage in South Texas from Smith Production for $65 million cash, expected to close around May 30, 2008 and funded from the senior revolver, which had about $120 million available. It brings about 7 mmcfe per day from 137 wells and about 23 bcfe of proved reserves (Crimson's internal estimate), about 96% gas and gas liquids. This is another acquisition after the 2007 EXCO deal, paid for with more bank borrowing.
24 Jan 2008capital raising announcement● Neutral
On January 18, 2008 a stockholder asked to convert 500 Series G preferred shares into 34,821 common shares (not yet issued at filing). The filing also reports that in December 2007 another holder converted 8,000 Series D preferred shares into 50,000 common shares, issued December 5, 2007. Small further dilution of common shareholders as preferreds convert.
8 June 2007material agreement● Neutral
On June 5, 2007 Crimson amended its May 2007 second-lien loan with Credit Suisse, extending from 150 to 180 days the deadline to raise at least $25 million of equity. If it misses the deadline, interest rates rise by 0.5%. This leaves open a possible equity raise, which would dilute existing shareholders (inference).
6 June 2007debt financing● Neutral
Crimson re-signed its $400 million senior credit agreement on May 31, 2007 in connection with syndicating the facility, adding an up to $5 million swing line sub-facility. No other change is described.
1 June 2007capital raising announcement● Neutral
Stockholder J. Virgil Waggoner converted 3,000 Series H and 9,000 Series E preferred shares into 719,819 new common shares, issued May 29, 2007, with no other consideration paid. This adds to the common share count, so other common holders are diluted modestly, and reduces the preferred outstanding.
15 May 2007asset acquisition disposition● NeutralMajor
On May 8, 2007 Crimson's subsidiary agreed to buy South Texas and Gulf Coast (Louisiana/Texas) oil and gas properties from EXCO Resources for $285 million cash plus 750,000 Crimson common shares (about $289.5 million total at the $6.10 share price); about $245 million cash was paid at closing after adjustments. The properties have about 250 producing wells in over 30 fields, with an average 65% working interest. It was financed with a new $400 million senior revolver (initial borrowing base $200 million, due May 2011) and a $150 million Credit Suisse second-lien term loan (due May 2012) that paid off the $150 million Wells Fargo Energy Capital subordinate facility from 2006. The filing notes Oaktree, which controls Crimson, has a managing director sitting on EXCO's board, and the second-lien rate rises if Crimson doesn't raise $25 million of equity within 150 days. This is a much larger deal than the earlier Core acquisition and sharply increases the company's debt.