Each one in plain English, with the numbers worked through for a shareholder.
9 Oct 2012asset acquisition disposition● Neutral
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.