Each one in plain English, with the numbers worked through for a shareholder.
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, L.P, 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 reported no remaining CRIMSON EXPLORATION INC. shareholding in its periodic institutional filing.
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.
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.
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.
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.
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.
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.
