Emerald Oil, Inc.

On May 26, 2016 the company signed a stalking horse agreement to sell substantially all its assets for about $73.0M (subject to adjustments) to a buyer formed by CL Energy Opportunity Fund (Crestline affiliate) and SSC Emerald LP (Sole Source Capital affiliate). The bid can be topped at an auction tentatively set for July 11, 2016 in New York, and any sale needs Bankruptcy Court approval. The filing does not name Latium, which the March press release named as the earlier proposed stalking horse, nor say why the buyer differs (not explained in this filing). It also attaches monthly operating reports for March 22-31 (cash rose from about $3.5M to about $4.35M) and says the company has suspended regular 10-K and 10-Q filings, while continuing to file 8-Ks on material developments. The text does not say what the sale means for common shareholders.

material agreement

Emerald Oil, Inc.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

NYSE MKT told the company on March 23, 2016 that it is no longer suitable for listing because of the Chapter 11 filing, suspended trading that day, and will begin delisting. The company does not plan to appeal, so delisting is expected. The stock now trades on the OTC Pink market as EOXLQ, with no assurance that quotes or adequate trading volume will continue. This follows directly from the bankruptcy filing.

listing compliance notice

On March 22, 2016, Emerald Oil and four subsidiaries (Emerald WB, Emerald NWB, EOX Marketing, Emerald DB) filed for Chapter 11 bankruptcy in Delaware (Case No. 16-10704), which is the outcome the February 2016 revolver default had warned of. The filing automatically made the Wells Fargo revolver and the 2.00% convertible notes due 2019 immediately due, but creditors' collection efforts are stayed. The company has arranged $20M of debtor-in-possession financing (subject to court approval) and signed a non-binding term sheet with Latium Enterprises to buy substantially all assets as a 'stalking horse' bidder in a court-run sale, with competing bids to be solicited. The filing does not say what shareholders would receive; the press release speaks of a 'path for potential recovery for Company stakeholders' without specifics.

bankruptcy or receivership

After the default, Bank of Nova Scotia ended its hedging agreement with the company on Feb 3, 2016 and applied $17.5M of proceeds to the revolver. With that and other transactions, the borrowing base deficiency is cured: the base is $113M with about $111M outstanding. The company is still in default on covenants, and no credit is available. The filing says liquidity continues to deteriorate and the company may still become bankrupt or insolvent.

material agreement termination

The lenders' forbearance on the Wells Fargo revolver, which began Nov 5, 2015 and was extended Dec 18, ran out on Jan 29, 2016, so the company is now in default. The defaults cited are missed reporting for the June and September 2015 quarters, the unpaid borrowing base deficiency, and a possible cross-default with the convertible notes. The lenders had not sent a notice, but they could accelerate the debt and sell collateral, and the company says it could become bankrupt or insolvent. It is in talks with lenders and has added Kirkland & Ellis to its advisers. This worsens the borrowing base problem of Oct 2015.

debt financing

Wells Fargo, the revolver agent, cut the borrowing base from $200M to $120M effective Oct 6, 2015, leaving a shortfall of about $19.6M that the company has to deal with. The company said a previously announced term loan was not completed. It is negotiating a repayment schedule with the banks and talking to second-lien lenders, and has hired Opportune, Intrepid Partners and Mayer Brown to advise on its capital structure. This reverses the spring 2015 redetermination, which had come with easier covenants.

debt financing

On July 31, 2015 the company agreed to sell Koch Exploration (a Koch Industries subsidiary) a 30% working interest in its undeveloped southern McKenzie County, ND acreage (~25,000 net acres) for about $16.6M, plus ~4,500 net acres of Richland County, MT leasehold for about $0.9M. The filing puts the total deal at ~$24.7M (the press release says ~$24.4M), with closing expected around Sept 30, 2015. All proceeds are to repay the revolving credit facility, which had been drawn since spring 2015. The two companies will drill two wells in 2016 and split future leasehold and drilling costs in a shared area. A press release also reports two southern McKenzie wells and a signed term sheet for a midstream joint venture, expected to be finalized by year end.

material agreement

The Yates Delaware Basin purchase was not completed: the company said on May 26, 2015 it would not proceed with its stock offering because of the market environment and dilution to shareholders, and so would not close the deal. The agreement expired May 28, 2015. The company paid a deposit of about $7.5M, of which the seller may keep 10% and must return the rest within three days of termination. It went back to its original Williston Basin plans, citing the spring borrowing base redetermination and easier debt covenants, and restated 2015 guidance with a $65M capex budget, $42M already spent.

material agreement termination

On May 11, 2015 the company agreed to buy about 10,746 net acres of Delaware Basin acreage in Lea and Eddy Counties, New Mexico, from Yates Petroleum for about $75.2M cash, with closing expected around May 28, 2015. This would have been a move beyond the Williston Basin into a second region. The company raised its 2015 production guidance (average 4,350-4,650 Boe/d) and planned $33-38M of Delaware drilling, and said it was weighing debt and equity financing to fund the deal.

material agreement

On April 2, 2015 the company set up at-the-market sales agreements with MLV & Co. and USCA Securities, letting it sell up to $100M of common stock over time on the open market. Proceeds are for general corporate purposes, possibly including repaying part of the revolving credit facility, which the filing says has been and may continue to be drawn. That contrasts with the zero balance reported in Sept 2014, so the revolver has been drawn since then. Any shares sold would dilute existing holders; the filing does not say how many will be sold.

material agreement

On Feb 5, 2015 the company agreed to sell 24,553,571 new common shares at $1.12 each through Johnson Rice, closing Feb 11 for net proceeds of about $26.0M, to be used for working capital and general corporate purposes. Underwriters also had a 30-day option for up to 3,683,036 more shares; the filing does not say whether it was used. The price is far below the $6.70 paid in the Sept 2013 offering and the roughly $8.78 conversion price on the 2019 notes, and the new shares dilute existing holders.

material agreement

On Sept 2, 2014 the company closed its purchase of oil and gas properties in McKenzie, Billings and Dunn Counties, North Dakota, from an unrelated third party (the Liberty entities, per the exhibit list). It paid about $70.2M cash plus the handover of about 4,300 net acres in Williams County. Alongside it, Wells Fargo and the lenders raised the credit facility's borrowing base from $100M to $200M, and the company said nothing was drawn on it. This follows the Aug 4 10-Q agreement and adds to the company's North Dakota Williston Basin acreage; the zero drawn balance is notable because the March 2014 note proceeds were meant to repay revolver borrowings.

asset acquisition disposition

On March 18, 2014 the company agreed to sell $140M of 2.00% convertible senior notes due 2019 to initial purchasers (Credit Suisse, Barclays); the $32.5M over-allotment was exercised in full on March 20, so $172.5M closed on March 24. Net proceeds are about $166.8M, expected to repay all borrowings under the Wells Fargo revolving credit facility and fund drilling, development and possible acquisitions. Notes are convertible at about $8.78 per share (113.9601 shares per $1,000), mature April 1, 2019, and the company cannot redeem them early; the Wells Fargo credit agreement was amended to allow the notes. This is the company's first debt of this kind in this record and could dilute shareholders if converted. The filing implies borrowings were outstanding on the revolver, which the Sept 2013 context said was undrawn (inference: drawn to fund acquisitions).

capital raising announcement

On Feb 13, 2014 the company completed the Kodiak Oil & Gas (USA) acquisition announced Jan 10, covering operated interests in about 19,500 net acres in Williams and McKenzie Counties, ND, for about $69.2M cash, versus $68.3M originally agreed (the filing does not explain the difference). Acquired production is about 300 BOE/d as of Feb 12, 2014, down from about 350 BOE/d quoted as of Dec 1, 2013. The filing says the date as 2013 in the text, which appears to be a typo for 2014 (inference).

asset acquisition disposition

On Jan 9, 2014 the company and a subsidiary agreed to buy Kodiak Oil & Gas (USA) Inc.'s properties in Williams and McKenzie Counties, North Dakota, including operated working interests in about 19,500 net acres, for about $68.3M cash. Production is about 350 BOE/d as of Dec 1, 2013, the effective date is Jan 1, 2014, and closing is expected around Feb 13, 2014. The price can be adjusted down for title and environmental defects. This adds operated Williston Basin acreage, in line with the company's 2013 expansion of operated acreage.

material agreement

On Oct 17, 2013 the company closed the private sale to White Deer entities announced Sept 23, issuing 5,092,852 common shares for about $32.5M, and signed Amendment No. 2 to the Feb 19, 2013 registration rights agreement. The share count is higher than the roughly 4,645,102 shares described on Sept 23, which the earlier filing said was subject to adjustment (the filing does not explain the increase). The money, with the recent public offering proceeds, is for growth, leasing, acquisitions and capital spending. These are new shares, so existing holders are diluted.

capital raising announcement

On Sept 26, 2013 the company agreed with Credit Suisse and other underwriters to sell 15,000,000 common shares at $6.70, with an option for up to 2,250,000 more. Net proceeds are about $95.4M, and closing is expected Oct 1, 2013 (the press release says Oct 2). The money is for development and growth plans, acquisitions, capital spending and general purposes. This prices the offering announced Sept 23 and dilutes existing holders.

material agreement

On Sept 23, 2013 the company agreed to sell about 4,645,102 new common shares to White Deer entities (WDE Emerald Holdings LLC and White Deer Energy FI L.P.) at the public offering price less underwriting discounts, closing within 15 business days after a concurrent public offering; the deal can end if not closed by Oct 31, 2013. Press releases the same day announced 33,851 newly leased net operated Williston Basin acres for about $24.7M cash, a third rig in 2014, a preliminary 2014 drilling budget of about $182.0M for 18.2 net wells, 2014 production guidance of 3,300 BOE/d (versus 1,590 BOE/d for 2013), and a 15,000,000-share public offering. The leasing follows the Sept 2013 sale of non-operated assets, and the new shares dilute existing holders. The release also says President Mike Krzus will retire at year-end.

capital raising announcement

On Sept 6, 2013 the company and subsidiary Emerald WB LLC sold substantially all its non-operated North Dakota and Montana properties to USG Properties Bakken II, LLC for about $110M cash, effective April 1, 2013. The buyer put $11M in escrow while title and environmental checks run to Dec 31, 2013, so the price could be adjusted. This is the largest part of the roughly $113M of sales announced Sept 9. Pro forma figures show cash of about $182.8M at June 30, 2013 and a larger loss for the first half of 2013 without those properties' revenue.

asset acquisition disposition

On Sept 9, 2013 the company announced it sold substantially all its non-operated Williston Basin assets (about 26,580 net acres, 850 Boe/d) in two sales for about $113M. It raised guidance for its remaining operated properties to 1,600 Boe/d in Q3, 2,300 in Q4 and a 2,400 exit rate (adjusted for the sale), kept the $75M borrowing base, and said it redeemed another $20M of preferred stock on Aug 30 and plans to redeem the rest by year-end. It reports about $120M cash and nothing drawn on the credit facility. The CEO calls this a move to a pure-play Williston operator. Planned 2013 drilling spending is now $125.2M.

production update

On June 4, 2013 the company closed the private sale to White Deer entities announced in May: 2,785,600 common shares for about $16.2M after about $0.2M of placement fees. An amendment to the February 19, 2013 registration rights agreement was signed at the same time. The share count is higher than the roughly 2,029,400 shares described in May. Proceeds go toward the 2013 capital budget, and the shares are new, so existing holders are diluted.

capital raising announcement

On May 16, 2013 the company agreed with underwriters (Canaccord Genuity and Johnson Rice) to sell 12,000,000 common shares at $6.10 each, up from the 10,000,000 announced earlier, with a 30-day option for 1,800,000 more. Net proceeds are about $69.2M and closing is expected May 22, 2013. The money, together with cash, the White Deer placement, cash flow, asset sales and credit facility borrowings, is to fund the 2013 capital budget. This carries out the May offering and dilutes existing holders.

material agreement

On May 13, 2013 the company agreed to sell about 2,029,400 common shares to White Deer at the public offering price less 80% of the underwriting discount, closing within ten business days after a concurrent public offering of common stock (10,000,000 shares announced, with an option for more). In the same filing it announced a second drilling rig starting in June 2013, raising its 2013 drilling budget from $90.1M to $127.6M and total 2013 capital spending to $148M from $100M, with 12.0 net operated wells targeted (from 8.2) and production guidance raised to 1,800 BOEPD on average. The offering will fund this budget. The press release also names McAndrew Rudisill as CEO, which differs from the earlier context listing Mike Krzus as CEO. More shares will be issued to fund the larger spending plan, diluting existing holders.

capital raising announcement

On March 28, 2013 the company completed the sale of its 45% interest in about 31,000 net acres of Sand Wash Basin leases to East Management Services for about $10.1M cash. This closes the deal announced Jan 7 (about $10.0M expected) and removes most of the company's Sand Wash acreage.

asset acquisition disposition

On Feb 1, 2013 the company agreed to take $50M from White Deer entities (WDE Emerald Holdings and White Deer Energy FI) in return for 500,000 Series A perpetual preferred shares (10% cumulative dividend), 5,114,633 Series B voting preferred shares, and warrants for 5,114,633 common shares at $5.77. The warrants equal about 19.99% of common shares outstanding at Feb 1. Series A holders rank ahead of common shareholders in a liquidation, can force a buyback on a change of control, and have approval rights over common dividends, buybacks and certain debt. White Deer gets one board seat (Thomas Edelman), and the board grows from seven to eight. Closing is scheduled for Feb 19, 2013, conditional on consent under the Nov 20, 2012 Wells Fargo credit agreement. The filing text was truncated, so remaining terms are not seen. Common shareholders would be diluted and subordinated if it closes.

capital raising announcement

On Jan 7, 2013 the company agreed to sell its 45% working interest in about 30,902 net acres of Sand Wash Basin leases (Colorado and Wyoming) to East Management Services for about $10.0M cash ($325 per acre), with closing expected in Q1 2013. The deal depends on East also buying Entek's interest, and can be ended if title defects exceed 5% of acres. Separately the company will hand over its Fly Creek coal bed methane operation and three 2011 Niobrara wells and pay $500,000 for abandonment costs. It keeps about 14,000 net acres around the Focus Ranch Unit. This moves away from the Sand Wash Niobrara acreage previously listed (45,000 net acres) toward the Williston Basin.

material agreement

On Oct 5, 2012 the company closed the McKenzie County, North Dakota purchase from Slawson Exploration for $15.4M cash, effective Sept 1, 2012. This completes the deal announced Sept 6 (then stated at $15.6M); the press release gives 4,453 net acres at $3,200 per acre plus $1.18M for 4 well permits, a well pad and a tank battery. It was mislabelled as Item 1.01 and re-filed as a correction.

material agreement

On Sept 24, 2012 the company agreed to sell 93,750,000 new shares at $0.80 each, for $75.0M gross and about $69.1M net, with an option for up to 14,062,500 more. Proceeds are meant to repay part of its debt, fund drilling and acquisitions including the McKenzie County purchase, and for working capital. Existing shareholders are diluted by the new shares, which is large next to the roughly 11.1M shares issued in the July merger.

material agreement

On Sept 6, 2012 the company's subsidiary agreed to buy leaseholds in McKenzie County, North Dakota from Slawson Exploration for $15.6M, with closing expected early in Q4 2012. The press release describes about 4,500 net operated acres for about $14.3M plus $1.3M for a well pad and tank battery, which supports the move to operated drilling announced in July. The filing also gives a June 30, 2012 reserve audit (excluding the Emerald Oil purchase and this deal): proved reserves of about 4.6 million Boe, PV-10 about $83.2M, up from 3.5 million Boe and $59.6M at Dec 31, 2011. The company's address is now Denver, and it is doing business as Emerald Oil, Inc. (NYSE MKT: EOX).

material agreement

This amendment supplies the audited Emerald Oil financials and pro forma figures promised after the July 26 closing. It also discloses Emerald's own loan from Hartz Energy Capital, which stays in place: about $17.7M outstanding on a facility of up to $20M due Nov 21, 2012, with no cash interest but overriding royalties of 2.15% and 0.90% in lieu. For the year to June 30, 2012 Emerald had revenue of $176,439, a net loss of $3.3M and total liabilities of $20.2M.

debt financing

On July 26, 2012 Voyager closed the Emerald Oil, Inc. purchase announced July 9, issuing 11,135,217 shares to Emerald Oil & Gas NL and holding back 500,000 more pending title defect matters. Debt owed by Emerald is stated as about $20.2 million (the July 9 filing said about $18.3 million). The same day it replaced the Macquarie facility with an amended credit agreement: revolver cut to $80M (borrowing base $15M), $50M term loan, and a new $20M bridge loan due Nov 15, 2012 with a $1M fee, of which $15M has been borrowed. New employment agreements were signed with six officers; Reger became Executive Chairman and Mike Krzus (formerly Emerald's parent's chief executive) became CEO, Paul Wiesner CFO, while Mitchell Thompson moved from CFO to Chief Accounting Officer.

business combination

On July 9, 2012 Voyager agreed to buy all the stock of Emerald Oil, Inc. (a subsidiary of Australian-listed Emerald Oil & Gas NL) for 19.9% of Voyager's shares outstanding at closing, and to take on Emerald's liabilities, including about $18.3 million of debt. Five Voyager directors will resign at closing, the combined company will operate as Emerald Oil and be headquartered in Denver, and J.R. Reger is to become Executive Chairman. Either side can terminate if closing conditions are not met by Aug 31, 2012. The press release says the combined company will move from non-operated to operated drilling, with a first operated well planned for early 2013.

material agreement

On Feb 10, 2012 Voyager signed a credit agreement with Macquarie Bank: a revolving loan up to $100M (initial borrowing base $15M) and a term loan up to $50M, both maturing Feb 10, 2015 and secured by substantially all assets. Initial revolver borrowings repaid the full $15,000,000 of 12% notes issued in September 2010, with no termination penalties. This resolves the 2010 notes and replaces them with the new facility.

debt financing

the New York Stock Exchange certified Emerald Oil, Inc.'s securities for listing, clearing them to begin trading.

listing compliance notice

Voyager sold 12,500,000 units at $4.00 each in a private placement that closed Feb 4, 2011, raising about $46.5 million net. Each unit has one share and a half-warrant, so up to 6,250,000 more shares at $7.10 each over five years, which means more shares outstanding for existing holders. Voyager must file a resale registration statement within 30 days of closing or face liquidated damages of 1% of the investment per month. This is the equity raise; in September 2010 the CEO had said the company preferred debt to issuing equity at the then share price.

capital raising announcement

Voyager received commitments for a $15,000,000 loan in 12% senior secured notes from accredited investors, closed Sept 22, 2010, with net cash proceeds of $14,775,000. The notes mature one year from issuance (optional one-year extension), carry a first-priority lien on all company assets, and the money is for drilling in the Niobrara (50% interest in Slawson's 48,000-acre joint venture) and Bakken/Three Forks. The same filing gave an operations update: about 24,000 net Bakken acres (10 gross wells spud, 2 producing), about 65,000 net Tiger Ridge acres (Devon Energy operating), and 33,500 Heath Shale acres. The CEO is quoted saying the debt was cheaper than issuing equity at the current share price.

debt financing

This filing reports completion of the April 16, 2010 Plains Energy merger and gives Voyager's business description. It states about 97,720 net acres in four areas (6,780 Bakken in North Dakota, 640 Red River, 56,800 Tiger Ridge JV, 33,500 Heath Shale JV), with 8,000 more Bakken acres under contract. It plans about $10 million to take part in Bakken wells in 2010 at an average $4.5 million per well, as a non-operator. The share count is given as 21,761,299 here, which differs from the 21,292,383 in the April 19 filing, and the ante5 spin-off remains pending.

business combination

On April 16, 2010 ante4 merged with Plains Energy Investments, a private oil and gas explorer, and renamed itself Voyager Oil & Gas, Inc. (per the press release, it trades on the OTCBB). Plains holders received 21,292,383 Voyager shares per this filing (the press release says 21,761,299) plus 4,689,153 warrants, while existing stockholders keep 21,292,333 shares. Before the merger the leftover World Poker Tour assets were moved into a new subsidiary, ante5, Inc., to be spun off to stockholders of record on April 15, 2010; ante5 must indemnify Voyager up to $2.5 million. J.R. Reger becomes CEO, with Lipscomb and the Bermans staying as directors. This turns the former poker company into an oil and gas company, with about 98,000 net acres in the Williston Basin and Montana, and the merger agreement obligated delivery of $28 million of cash.

business combination

Emerald Oil, Inc.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

On December 17, 2009 Nasdaq staff told ante4 it is a public shell because it has no active business, and said trading would be suspended on December 29, 2009 and the stock delisted unless the company appealed. The company does not intend to request a hearing, so delisting from Nasdaq is expected. This follows the sale of the operating business to Peerless and replaces the earlier $1.00 bid-price compliance issue.

listing compliance notice

On November 2, 2009 the company closed the sale of substantially all its operating assets (except cash, investments and certain excluded assets) to Peerless Media for $12.3 million in cash, plus a revenue share with a minimum of $3 million over three years. This completes the deal pending since August. Following the stockholder vote on October 30, it changed its name to ante4, Inc. on November 4, and terminated General Counsel Adam Pliska and Managing Director Rohin Malhotra on November 2.

asset acquisition disposition

The company filed its final proxy statement for an October 30, 2009 special meeting on the Peerless Media asset sale, replacing the September draft. Stockholders of record on September 10, 2009 (20,603,333 shares outstanding) vote on the sale, a name change to ante4, Inc. after closing, and a possible adjournment of up to 30 days. The sale needs a majority of all outstanding shares, so not voting counts against; the board unanimously recommends FOR all three. This fills in the meeting and record dates that were blank in the preliminary proxy.

business combination

The company filed a preliminary proxy statement for a special meeting where stockholders will vote on the Peerless Media asset sale (valued at $13.8 million for fee purposes, with at least $3 million of that from future revenue sharing), a name change after closing (name left blank), and a possible adjournment. Approval needs a majority of all outstanding shares, so not voting counts as a vote against, and the board unanimously recommends FOR. Meeting date and record date are still blank because this is a preliminary draft.

business combination

On August 24, 2009 the company signed a new asset sale with Peerless Media Ltd. (owned by PartyGaming, its largest customer at 30% of six-month revenue), replacing the July Gamynia deal, which the board terminated August 21 as financially inferior. Peerless pays $12.3 million less certain PartyGaming-affiliate obligations ($1 million up front, rest at closing), plus 5% of future revenue with a guaranteed minimum of $3 million over three years. The company owes Gamynia a $1 million termination fee, still plans to use cash for a non-poker business with no current plan to distribute proceeds, and the deal still needs stockholder approval (about 39% already under voting agreements).

material agreement termination

On July 28, 2009 the company agreed to sell substantially all its operating assets (excluding cash, investments and certain other assets) to Gamynia Limited for $9,075,000 at closing, plus 4% of future gaming revenue and 5% of future sponsorship and other non-gaming revenue. It says it plans to use the cash to develop or acquire a non-poker business and does not currently intend to distribute proceeds to stockholders. The deal needs stockholder approval, and holders of about 39% of shares signed voting agreements in favour; two officers' severance rises to 18 months if a sale closes in 2009. It also keeps the Party Poker sponsorship revenues and the Season Seven licence to PokerStars. If it later accepts a superior offer, it owes Gamynia a $1 million fee.

material agreement

On October 15, 2008 the company gave notice terminating its software license and support agreement with CryptoLogic, and will stop operating its WPT-branded online gaming site on that network after November 14, 2008. This ends the Cryptologic arrangement that was signed in 2007 and extended in March 2008; the filing gives no reason and does not say what replaces it. The filing is signed by Thomas Flahie as Interim Chief Financial Officer.

material agreement termination

On August 14, 2008 Nasdaq notified the company that its stock closed below $1.00 for 30 consecutive business days, breaching the minimum bid rule. The company has 180 days to regain compliance by staying above $1.00 for at least 10 consecutive business days; the listing is not affected for now.

listing compliance notice

GSN did not exercise its option to broadcast WPT season seven by the extended June 7, 2008 deadline. The company said it is in talks with several major networks, and GSN said it is still talking about possibly airing parts of Season VII; season seven starts July 11 and runs to April 2009. This resolves the extension in the prior filing against the company, leaving season seven without a confirmed U.S. broadcaster.

material agreement

On March 5, 2008 the company expanded its Cryptologic arrangement: it took the Full Casino option, which cut the annual minimum guarantee from $2.5M to $750,000, and paid $100,000 for Spanish and German poker rooms. A separate amendment extended the term one year to June 30, 2011 and changed the revenue split to the company keeping 100% of the first $37,500 a month, 79% up to $500,000 and 80% above that. This continues the April 2007 Cryptologic deal, now with a bigger share for the company.

material agreement

On August 6, 2007 the company signed a five-year Cooperation Agreement with the China Leisure Sports Administrative Center, giving it rights to brand and exploit the China National Traktor Poker Tour. It pays an annual fee starting at $505,000 and rising 10% a year, and the Chinese body must organise at least 15 events a year and place the finals on a major Chinese TV station. This is a new business line outside the U.S.

material agreement

On April 23, 2007 the company signed a software agreement with Cryptologic under which Cryptologic runs the company's online poker room and casino, with the poker room due to go live by June 14, 2007. Cryptologic takes 20-22% of net gaming revenue, and the company owes minimum guaranteed revenue amounts (e.g., $500,000 a year for the initial casino), a $50,000 launch fee and $7,500 a month; the term runs to June 30, 2010. This moves the online poker plan toward a Cryptologic-run site, in place of the CyberArts software licensed in 2006 and the WagerWorks arrangement ending by August 1, 2007; the filing does not itself say what happens to those agreements.

material agreement

The Travel Channel did not exercise its option on WPT season six by April 1, 2007, ending the run of option pickups under the 2003 Master Agreement. On April 2, 2007 the company licensed season six to Game Show Network at $300,000 per episode for 23 episodes, with GSN committing at least $3 million of marketing per season, options on seasons seven and eight (fee rising 5% each season), and possible ratings bonuses of $20,000-$35,000 per episode. This replaces the Travel Channel as the U.S. broadcaster for new seasons.

material agreement

The company signed a sponsorship deal with Party Poker (iGlobalMedia Marketing Gibraltar), effective Nov 30, 2006, covering international (non-U.S.) broadcasts of WPT Seasons IV-VI and PPT Seasons I-III. Party Poker pays per qualifying broadcaster deal ($500,000 per WPT deal for up to five primary-country deals a season, $125,000 for others, capped at $5M, $6M and $7M for WPT Seasons IV, V and VI; $3M, $4M and $5M for PPT Seasons I, II and III), so payments depend on the company securing international broadcast deals. This adds a new international revenue source around the shows after the Travel Channel declined further PPT seasons.

material agreement

The company and other investors entered a subscription agreement under which it bought about a 10% stake in 3G Scene Limited, a mobile gaming software company, for roughly $2.9 million. It can ask 3G Scene to repurchase the shares if the investment could jeopardize its or Lakes Entertainment's gaming permits. The same filing furnishes a press release on second-quarter 2006 results, with no figures in the text.

material agreement

The company amended its brand license and online casino agreement with WagerWorks Alderney 3 to let it own and run its own online poker room and offer multi-player real-money poker by cellphone. WagerWorks' share of poker room revenue rises from 25% to 75% and its operation of the room ends by August 1, 2007 at the latest. The filing says the higher share is meant to incentivize WagerWorks during the company's transition to running its own room.

material agreement

The company licensed poker software from CyberArts Licensing to build its own online poker room, paying a $1.3 million license fee and $180,000 for first-year support. It can buy the source code for $4 million less amounts already paid, and can terminate and recover fees if the software does not perform as expected by April 1, 2007 or 120 days after launch, whichever comes first. This continues the online gaming effort begun with WagerWorks in 2005.

material agreement

The Travel Channel told the company on May 1, 2006 that it chose not to exercise its option to buy additional seasons of the Professional Poker Tour, the series licensed under the January 2006 Discovery agreement. The same filing furnishes a press release on first-quarter 2006 results, with no figures in the text.

material agreement termination

The Travel Channel exercised its option for a fifth season of the World Poker Tour series under the August 22, 2003 Master Agreement, following its fourth-season option in March 2005. This continues the broadcast relationship.

material agreement

The company signed an agreement with Discovery Communications to license a new series, the Professional Poker Tour, for the Travel Channel. Discovery pays fixed licensing fees, holds three options for further seasons, and shares in 15% of revenue from certain other rights. A separate amendment to the World Poker Tour agreements restricts the company from showing other poker programs in the U.S. territory until December 31, 2007, and assigns certain company trademarks to the Travel Channel.

material agreement

Deloitte & Touche resigned as the company's auditor on June 23, 2005; the Audit Committee did not recommend or approve the resignation. The filing states Deloitte's reports had no adverse opinion or disclaimer and that there were no disagreements or reportable events.

auditor change

The Travel Channel exercised its option to broadcast a fourth season of the World Poker Tour series under the August 22, 2003 Master Agreement. This continues the existing broadcast relationship.

material agreement

The company signed a definitive agreement with WagerWorks to build WPTonline.com, a real-money World Poker Tour gaming site that will bar U.S. players and other places where online gaming is prohibited. It is expected to go live in the second quarter of 2005. No financial terms are given.

material agreement