Each one in plain English, with the numbers worked through for a shareholder.
31 Dec 2009asset acquisition disposition▼ BadMajor
The end of Edge Petroleum. The Mariner sale closed, the plan took effect, and every share of common stock and 5.75% preferred was cancelled for nothing - the company said even on the most optimistic view proceeds would not have covered the secured lenders. It filed to deregister the same day. Unlike some Chapter 11 filers, Edge did not emerge; the business continued inside Mariner Energy and the shell was wound up.
The bankruptcy court confirmed Edge's plan of reorganization and approved the Mariner sale, to take effect around 31 December. The accompanying operating report showed the arithmetic: roughly $241 million of pre-petition debt against a business that had just fetched $243 million, leaving nothing behind the equity.
The auction worked: Mariner Energy outbid the PGP stalking horse and won Edge's entire operating business for $243 million against PGP's $191 million, and the court confirmed the plan and approved the sale on 14 December. The extra $52 million went to creditors, not shareholders.
Nasdaq moved straight to delisting rather than waiting out the bid-price cure period, removing both the common and the preferred from trading on 13 October, citing the bankruptcy filing and doubts that shareholders had anything left.
Edge and all five of its subsidiaries filed for Chapter 11 in Corpus Christi on 1 October 2009, the day after the last extension of its credit facility expired. It came in pre-arranged: the senior secured lenders signed a plan support and lock-up agreement, and PGP Gas Supply Pool No. 3 agreed to buy the whole operating business for $191 million as stalking-horse bidder, subject to a higher bid at auction.
Nasdaq warned that Edge's shares had traded under $1 for 30 straight days, giving it until March 2010 to recover. The clock never ran - the company filed for bankruptcy two weeks later.
The 30 June maturity passed unpaid and was pushed to 31 July, at the price of prepaying $1.14 million of interest up front and $7.5 million of principal by 10 July. From here the facility was extended in one-month steps.
Edge missed the 15 May deadline to produce a refinancing commitment, merger agreement or sale contract, and the lenders simply deleted that default rather than call it - along with a requirement for auditor certificates. The banks were choosing to keep the company alive rather than seize it.
The standstill hardened into a deadline. Amendment No. 4 replaced the instalment plan with a $25 million payment on 31 May and full repayment of everything outstanding on 30 June 2009 - about six months' notice that the company had to be sold, merged or refinanced by mid-year.
Weiss Multi-Strategy Advisers LLC, George A. Weiss, Frederick E. Doucette III reported no remaining EDGE PETROLEUM CORP shareholding in its periodic institutional filing.
Janus Capital Management LLC EIN #, Janus Small Cap Value Fund reported no remaining EDGE PETROLEUM CORP shareholding in its periodic institutional filing.
First of what became a chain of standstills: lenders let Edge defer the initial $19 million deficiency instalment by a month, pushing the final one to August, in exchange for $5 million of prepayments. Edge was now buying time a month at a time.
The blow that ended Edge. With gas prices collapsed, its lenders halved the borrowing base from $240 million to $125 million, instantly leaving about $114 million drawn that Edge had no way to repay. It had to prepay in six monthly instalments or pledge more property, and hired Parkman Whaling and Akin Gump to look at restructuring.
17 Dec 2008material agreement termination▼ BadMajor
The Chaparral merger was abandoned. Chaparral's own funding fell through - Magnetar and Post Oak walked away from buying its preferred stock, paying Chaparral $5.0 million to be released, $1.5 million of which went to Edge for expenses. Edge was left alone, heavily indebted from the Smith purchase, saying it would consider a sale, asset disposals or new financing.
With credit markets seizing up, Edge convened its annual meeting and immediately adjourned it to 4 December rather than put the Chaparral merger to a vote, having first amended its bylaws to make clear one record date covers all adjournments. The first visible sign the deal was in trouble.
Eighteen months after betting the company on Smith Production, Edge agreed to sell itself: an all-stock merger into Chaparral Energy at 0.2511 Chaparral shares per Edge share, with Edge's preferred swapped one-for-one, which would also take the private Chaparral public. CFO Michael Long departed the role the same day, with C.W. MacLeod stepping in as acting CFO.
Weiss Multi-Strategy Advisers LLC, George A. Weiss, Frederick E. Doucette III disclosed a new substantial EDGE PETROLEUM CORP shareholding (5.20% of votes).
Janus Capital Management LLC EIN #, Janus Small Cap Value Fund reported a EDGE PETROLEUM CORP shareholding of 2,025,000 shares (7.10% of votes) in a periodic institutional filing.
The Bank of New York Mellon Corporation reported a EDGE PETROLEUM CORP shareholding of 111,456 shares (0.39% of votes) in a periodic institutional filing.