Each one in plain English, with the numbers worked through for a shareholder.
2 Apr 2015material agreement▼ BadMajor
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.
WDE Emerald Holdings LLC, White Deer Energy FI L.P, White Deer Energy L.P, White Deer Energy TE L.P, Edelman & Guill Energy L.P, Edelman & Guill Energy Ltd reported a Emerald Oil, Inc. shareholding of 27,035,942 shares (32.16% of votes) in a periodic institutional filing.
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.
This amendment to the Sept 4 filing raises the cash paid for the Liberty assets from about $70.2M to about $71.2M to reflect purchase price adjustments (the filing does not itemise them), alongside the 4,300 net Williams County acres handed over. It adds the sellers' financial statements: the acquired assets had operating revenues of $11.3M and revenues over direct operating costs of $8.1M in 2013, and $9.1M and $6.4M in the first half of 2014. The assets cover about 30,500 net acres with 18.26 net producing wells and about 400 Boe/day as of May 1, 2014. Ryan Smith now signs as Chief Financial Officer, replacing Paul Wiesner who signed the Sept 2014 filing.
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.
WDE Emerald Holdings LLC, White Deer Energy FI L.P, White Deer Energy L.P, White Deer Energy TE L.P, Edelman & Guill Energy L.P, Edelman & Guill Energy Ltd reported a Emerald Oil, Inc. shareholding of 12,993,085 shares (19.90% of votes) in a periodic institutional filing.
24 Mar 2014capital raising announcement● NeutralMajor
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).
O-CAP Management, L.P, O-CAP GP, LLC, O-CAP Advisors, LLC, Michael E. Olshan, Jared S. Sturdivant reported a Emerald Oil, Inc. shareholding of 375,535 shares (0.57% of votes) in a periodic institutional filing.
13 Feb 2014asset acquisition disposition▲ GoodMajor
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).
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.
