Each one in plain English, with the numbers worked through for a shareholder.
17 Oct 2013substantial holder notice● Neutral
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.
17 Oct 2013capital raising announcement● NeutralMajor
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.
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.
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.
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.
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.
On Aug 9, 2013 Wells Fargo raised the company's borrowing base under its existing credit facility from $27.5M to $75M in the regular semi-annual review. Nothing was drawn as of Aug 9, so the full amount was available. Other credit facility terms were unchanged.
4 June 2013capital raising announcement● NeutralMajor
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.
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 7,900,233 shares (19.90% of votes) in a periodic institutional filing.
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.
15 May 2013capital raising announcement● NeutralMajor
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.
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.
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, Thomas J. Edelman, Ben A. Guill disclosed a new substantial Emerald Oil, Inc. shareholding (16.49% of votes).
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.
O-CAP Management, L.P, O-CAP GP, LLC, O-CAP Advisors, LLC, Michael E. Olshan, Jared S. Sturdivant disclosed a new substantial Emerald Oil, Inc. shareholding (8.33% of votes).
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.