Each one in plain English, with the numbers worked through for a shareholder.
7 Sept 2006debt financing▲ GoodMajor
Effective August 31, 2006, Crimson signed a $150 million second-lien (subordinate) credit facility with Wells Fargo Energy Capital, with $15 million initially available and nothing drawn at closing; it is due February 28, 2010. It also amended the July 2005 Wells Fargo senior revolver, raising the borrowing base from $20 million to $25 million and extending maturity to August 31, 2009. The press release ties the borrowings to developing the Rodessa formation in the Madisonville field and other corporate purposes, and says the company agreed to add price hedges for 2007-2011 to get the larger base. Revolver borrowings were about $3.5 million.
9 June 2006material agreement termination● Neutral
Thomas R. Kaetzer, Senior Vice President of Operations, gave notice on June 1, 2006 that he will resign effective June 30, 2006, ending his April 2005 employment agreement (base salary $180,000). The filing says he receives no payments or other compensation on leaving; no successor is named.
This re-filed 8-K repeats the March 14, 2006 Core Natural Resources merger terms and adds a March 22, 2006 press release saying the deal has closed. Crimson gets a 100% working interest (75% net revenue interest) in leases on about 22,000 undeveloped acres in Culberson County, Texas, plus a 2% overriding royalty for 77% total. The cash was funded from cash on hand and temporary borrowings under its credit facility. The company says a geologic study should finish by end of 2006, with initial drilling possible in the first half of 2007. This resolves the pending Core merger from the previous filing.
On March 14, 2006 Crimson agreed to buy Core Natural Resources, whose assets are mainly two non-producing oil and gas leases in Culberson County, Texas. Consideration is about 3,235,624 Crimson common shares plus cash of $706,123.25 in total, an extra 462,231 shares for an overriding royalty interest, and payoff of $2,045,258 of Core debt. Terms could change after due diligence, so common shareholders face dilution of about 3.7 million shares.
Crimson signed a $100 million senior secured revolving credit facility with Wells Fargo on July 15, 2005. The initial borrowing base is $20 million, it is due June 30, 2008, and $1.5 million was outstanding on July 21, 2005. The same filing reports that Weaver and Tidwell was dismissed as auditor and replaced by Grant Thornton. Weaver and Tidwell's report on the 2003 financials had raised substantial doubt about the company's ability to continue as a going concern; the company says there were no disagreements. It also discloses director pay and indemnification agreements.
GulfWest merged into its wholly owned Delaware subsidiary Crimson Exploration Inc. on June 29, 2005, simply to move its legal home from Texas to Delaware, and took the Crimson name. Each common and preferred share converted one-for-one, and trading moved to the symbol CXPI on July 1, 2005. The company says there is no material change to its business, assets or financial position. The reincorporation had been promised in connection with the February 2005 sale of $42 million of preferred stock to an Oaktree Capital Management affiliate, according to the attached press release.
GulfWest closed a $22 million financing on April 29, 2004: $18 million of debt from Petrobridge Investment Management and $4 million from preferred stock sold by its subsidiary GulfWest Oil & Gas Company. The company says it used the money to refinance its largest debt and cut total debt by about $10 million (26%), leaving up to $3.5 million for a workover program in Texas, Louisiana and Colorado. In return, Petrobridge gets warrants for 2,035,621 common shares at $.01 each, and the subsidiary preferred is exchangeable into common at $500 per preferred share divided by $.35 per common share, so common shareholders face dilution.
GulfWest announced a signed letter of agreement dated July 21, 2003 with privately held Starlight Corporation to pursue a merger. No price or terms are given; a definitive agreement is still being developed and would need board, shareholder and regulatory approval from both sides. This filing does not say whether the deal later completed.
31 Aug 2001asset acquisition disposition▲ GoodMajor
The company, then named GulfWest Energy Inc., closed the purchase of five oil and gas properties in Louisiana and Texas from Grand Goldking L.L.C. on August 16, 2001 for $14.5 million: $10 million cash plus 9,000 shares of new Series E preferred stock valued at $4.5 million. The filing says this raises proved reserves by about 20%. It was financed by an expanded credit facility with Aquila Energy Capital Corporation, which also adds $6.6 million of development capital. The Series E preferred is convertible to common at $2.00 per share if not redeemed after two years, so it could dilute common holders.
