Each one in plain English, with the numbers worked through for a shareholder.
6 Feb 2013capital raising announcement● NeutralMajor
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.
On Jan 9, 2013 the company bought oil and gas leases in McKenzie County, North Dakota from an unnamed third party for about $4.7M, paying in 851,315 new common shares valued at $5.50 each. This adds a small amount of dilution and more Williston acreage, paid for in stock rather than cash.
What it means for a shareholder
851,315 new shares at $5.50 to raise about $4.7m. That's 3.3% dilution: every existing holder's slice gets 3.3% smaller. If you held $1,000 of shares (182 at the issue price), your slice goes from 0.000735% to 0.000711% of the company. To keep it you'd need 6 more shares - about $33 at the issue price.
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.
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.
This amendment only corrects the item number of the Oct 9 report (Item 2.01, not 1.01); the content is the same. It reports that on Oct 5, 2012 the company's subsidiary Emerald WB LLC closed the McKenzie County, North Dakota purchase from Slawson for $15.4M cash, slightly below the $15.6M first announced. The press release says 4,453 net acres at $3,200 per acre plus $1.18M for permits for 4 wells and a well pad and tank battery.
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.
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).
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.
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.
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.
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.
On Oct 6, 2011 Voyager replaced its auditor Mantyla McReynolds LLC with BDO USA, LLP, a change approved by the Audit Committee. The filing reports no adverse opinions and no disagreements for 2009, 2010 or through Oct 6, 2011. It also shows the company now incorporated in Montana, with a new Billings address.
This is Amendment No. 3 to the April 2010 report of the Plains Energy merger. It removes certain business statements after SEC staff comments and points investors to the S-3 filed Feb 11, 2011 for a current business description. The rest repeats the April 2010 description of the merger, the ante5 spin-off and the acreage as of April 22, 2010; no new transaction or figures are reported.
7 Feb 2011capital raising announcement● NeutralMajor
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.
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.
On April 22, 2010 Voyager's board dismissed its auditor Piercy Bowler Taylor & Kern and engaged Mantayla McReynolds LLC, which already audited Plains Energy. The filing reports no disagreements and no adverse or qualified opinions from the former auditor. This follows the Plains merger.
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.
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.
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.
6 Nov 2009asset acquisition disposition● NeutralMajor
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.
This is Amendment No. 2 to the July 29 8-K and replaces the earlier versions. It repeats the August 3, 2009 European sponsorship deal and the earnings adjustment (cost of revenues down $247,000, income tax expense up $44,000 for the three and six months to June 28, 2009), with no new figures or developments.
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.
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.
24 Aug 2009material agreement termination● NeutralMajor
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).
The company signed two international sponsorship agreements, signed August 3, 2009, with an unnamed non-US online gaming company. That sponsor becomes exclusive online gaming partner for World Poker Tour events in Europe for two seasons over 27 months from October 2009, with an option for a third, and sponsors Season Seven in over 30 European territories. Counting this revenue lowered second-quarter and six-month 2009 cost of revenues by $247,000 and raised income tax expense by $44,000, resolving the possible restatement flagged in the July 29 earnings release.
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.
Nasdaq extended its pause on enforcing the $1.00 minimum bid price rule again, through July 19, 2009, which moves the company's compliance deadline to November 16, 2009. This continues the bid-price issue from August 2008; the company still has not regained compliance.
Effective January 15, 2009, the company set up a credit line with UBS Financial Services and UBS Bank USA that lets it borrow 75% of the market value of its auction rate securities, up to about $2.4 million based on December 31, 2008 values. It is secured by those securities, repayable on demand, with interest at the lower of 30-day LIBOR plus 1.50 to 2.75 percentage points or the interest the securities actually earn. The filing does not say whether any amount has been drawn.
