Each one in plain English, with the numbers worked through for a shareholder.
10 Mar 2015material agreement termination▼ BadMajor
On March 4, 2015 Dune gave notice that it is terminating the Sept 17, 2014 merger agreement with Eos, after the tender offer expired on Feb 27, 2015 with shares being returned. Dune's termination letter demands the Parent Termination Fee under the agreement and reimbursement of certain expenses; the filing gives no amount for the expenses and does not say whether Eos will pay or dispute it (earlier context noted a $5.5M termination fee payable by Eos, so this fee claim is the open exposure, an inference on the amount).
Eos filed the final amendment (No. 14) to its Dune tender offer, stating the offer expired on Feb 27, 2015 with no Dune shares purchased; Eos has told the exchange agent to return all tendered shares to Dune holders. This ends the $0.30-per-share offer that had been extended repeatedly since October 2014, so the Dune acquisition did not happen through the tender offer.
Eos and Dune signed a tenth amendment on Feb 24, 2015 extending the tender offer to midnight NYC time on Feb 27, 2015. Negotiations on revised terms, possibly changing the $0.30 price, are still ongoing with no assurance of agreement, and any new price is not expected to be more than nominal. This is the 8-K counterpart of the Feb 25 tender-offer amendment and adds no new facts.
On Feb 25, 2015 Eos extended the Dune offer from Feb 24 to Feb 27, 2015 for more time to negotiate revised terms. The depositary reported about 72,101,521 shares (98.76442%) tendered as of Feb 24, back up from 85.20848% as of Feb 20; the filing does not explain the swing. No revised terms are agreed, there is no assurance they will be, and any new price is not expected to be more than nominal.
Eos and Dune signed a ninth amendment on Feb 20, 2015 extending the tender offer to midnight NYC time on Feb 24, 2015. Talks on revised terms, possibly changing the $0.30 price, continue with no assurance of agreement, and any new price is not expected to be more than nominal. This is the 8-K counterpart of the Feb 23 tender-offer amendment and adds no new facts.
On Feb 23, 2015 Eos extended the Dune offer by just four days, from Feb 20 to Feb 24, 2015, to keep negotiating revised terms. The depositary reported about 62,205,210 shares (85.20848%) tendered as of Feb 20, down from the 98.74% reported for Feb 13; the filing gives no reason for the swing. Still no agreed revised terms, no assurance of agreement, and any new price is not expected to be more than nominal.
Eos and Dune signed an eighth amendment on Feb 13, 2015 extending the tender offer to midnight NYC time on Feb 20, 2015. The parties are still negotiating revised terms that may change the $0.30 price, with no assurance of agreement and any new price not expected to be more than nominal. This is the 8-K counterpart of the Feb 17 tender-offer amendment and adds no new facts.
On Feb 17, 2015 Eos extended the Dune offer from Feb 13 to Feb 20, 2015 for more time to negotiate revised terms. The depositary reported about 72,082,394 shares (98.73822%) tendered as of Feb 13, back up from the 85.29% reported for Feb 5; the filing does not explain the swing. Still no agreed revised terms, no assurance of agreement, and any new price is not expected to be more than nominal.
Eos and Dune signed a seventh amendment on Feb 6, 2015 extending the tender offer to midnight NYC time on Feb 13, 2015. Negotiations on revised terms, possibly changing the $0.30 price, are still ongoing with no assurance of agreement, and any new price is not expected to be more than nominal. This is the formal 8-K counterpart of the Feb 9 tender-offer amendment and adds no new facts.
On Feb 9, 2015 Eos extended the Dune offer from Feb 6 to Feb 13, 2015 to give more time to negotiate revised terms. The depositary reported about 62,267,096 shares (85.29325%) tendered as of close of business Feb 5, down from about 72.28M (98.73%) as of Jan 30; the filing says this still satisfies the minimum tender condition and gives no reason for the drop. No revised terms are agreed, and any new price is not expected to be more than nominal.
Eos and Dune signed a sixth amendment on Jan 30, 2015 extending the Dune tender offer to midnight NYC time on Feb 6, 2015 and moving the merger agreement's outside 'End Date' to March 8, 2015. The parties are still negotiating revised terms, which may change the $0.30 price; they do not expect a revised price to be more than nominal, and there is no assurance they will agree. This is the formal 8-K filing of the Jan 30 amendment already reported from the Feb 2 tender-offer filing; it adds no new facts.
On Feb 2, 2015 Eos extended the Dune offer from Jan 30 to Feb 6, 2015 for more time to negotiate revised terms; about 72,283,792 shares (98.73284%) were tendered as of Jan 30. The Jan 30 amendment also moved the merger agreement's End Date from Jan 31 to March 8, 2015. The parties still have no agreed revised terms, and any new price is not expected to be more than nominal.
Eos and Dune signed a fifth amendment on Jan 23, 2015 extending the tender offer to midnight NYC time on Jan 30, 2015. The filing says they are still negotiating revised terms and that, if agreed, the new offer price is not expected to be more than nominal; no assurance they will agree. This is the formal 8-K counterpart of the Jan 26 tender-offer amendment.
On Jan 26, 2015 Eos extended the Dune offer from Jan 23 to Jan 30, 2015 for more time to negotiate revised terms; about 72,301,271 shares (98.75679%) were tendered as of Jan 23. New in this filing: if revised terms are agreed, the parties do not expect the new offer price to be more than nominal, a sharp signal that the $0.30 price is likely to fall substantially. Dune also received a non-binding letter of intent from 'Party K' to buy all of Dune's assets, expiring Jan 29, and judged it not reasonably likely to become a Superior Proposal.
Eos and Dune signed a fourth amendment on Jan 15, 2015 extending the Dune tender offer to midnight NYC time on Jan 23, 2015. As of Jan 16 the two sides were still negotiating revised terms, which may include changing the $0.30 per share price, with no assurance of agreement. This repeats what the Jan 16 tender-offer filing already reported and adds no new facts.
On Jan 13, 2015 Eos and its subsidiary Eos Global Petro amended its LowCal loans (fifth amendment). The original $5,000,000 note was restated: it no longer accrues interest, is secured by a mortgage on the Illinois Works Property leases in Edwards County, matures June 30, 2015, and LowCal may convert it into common stock at $2.50 per share (down from the $4.00 in the earlier agreement), with a 50,000-share exit fee on repayment. A new unsecured $3,250,000 note at 10% interest, also due June 30, 2015, rolls in the cash exit fee, consulting fees, accrued interest and $750,000 of cash loans made Oct 10 to Dec 17, 2014. It must be repaid in full on the earlier of closing the purchase of one of two unnamed target companies or closing an equity raise of at least $20,000,000. This pushes out the Dec 31, 2014 maturity that was unreported in earlier filings and adds debt: LowCal's lower conversion price could mean more shares issued to it if it converts (inference).
On Jan 15-16, 2015 Eos extended the Dune offer again, to Jan 23, 2015, to give more time to negotiate revised terms, which may include changing the $0.30 price; no assurance of agreement. Party I's letter expired Dec 31, and a further 'Party J' letter to buy Dune's assets expired Jan 9; Dune concluded neither was reasonably likely to become a Superior Proposal. About 71,926,542 shares (98.52%) were tendered as of Jan 15. Eos's original-terms deal remains unfunded per the earlier filing, and no revised terms have been announced.
Dune told Eos on Dec 23, 2014 that it received a non-binding letter of intent on Dec 22 from an unnamed 'Party I' to buy all of Dune's assets, expiring Dec 31, 2014, which Dune is assessing as a possible Superior Proposal. Between Nov 22 and Dec 22, Dune and its advisor Perella also approached five parties that had earlier shown interest, and those talks were ongoing. This follows the Nov 20 amendment letting Dune solicit other bids, and means a rival could replace Eos's deal.
Eos told Dune on Dec 16, 2014 that it cannot complete the merger and offer on the original terms because of the recent severe decline in the price of oil, which caused its potential financing sources to be withdrawn. The offer was extended to Jan 15, 2015 while the parties negotiate revised terms, which may include changing the $0.30 per share price; no assurance they will agree. About 72,405,900 shares (99.09%) were tendered as of Dec 22. This confirms the financing gap flagged in November (Angelo Gordon's withdrawal) was not resolved, and the original deal terms are now in doubt.
On Dec 22, 2014 Eos and Dune signed a third amendment extending the tender offer to midnight NYC time on Jan 15, 2015 and moving the merger agreement's outside 'End Date' to Jan 31, 2015. The filing gives no reason for the extension; the companion tender-offer amendment explains it.
On Nov 20, 2014 Eos and Dune signed a letter amendment extending the Dune tender offer to midnight NYC time on Dec 22, 2014 and allowing Dune to solicit other acquisition proposals from third parties during the merger agreement's term. This continues the Nov 20 extension already reported; the new element is that Dune may now seek rival bids, which reopens the competing-bidder risk that ended on Oct 22.
On Nov 20, 2014 Eos extended the Dune offer again, to Dec 22, 2014, still to complete financing; about 73,128,848 shares (99.01629%) were tendered, enough for the minimum condition. Eos now estimates about $140 million is needed (about $22M for shares, $11M fees and expenses, $107M to repay Dune's debt). On Nov 17, 2014 Angelo, Gordon Energy Capital told Eos it would not proceed with its term sheet for up to $125M of debt, so Eos is seeking replacement financing. It holds conditional equity commitments of $75M toward a financing now intended to be up to $100M, plus a Highly Confident Letter from Global Hunter Securities for debt. The filing says no alternative financing arrangements had been made as of the Offer to Purchase date and that the offer has no financing condition.
On Nov 6, 2014 Eos extended the Dune tender offer from Nov 6 to Nov 20, 2014, with Dune's consent, to give it time to complete financing for the offer and merger. About 73,368,820 shares (98.9607% of outstanding) had been tendered by Nov 6, enough to meet the minimum tender condition. Shares have not yet been bought, and the extension signals the financing is not yet in place (inference).
Dune told Eos on Oct 22, 2014 that the potential strategic buyer had decided not to proceed with an acquisition proposal, so talks about a possible Superior Proposal have ended. This resolves the competing-bid risk disclosed in the Oct 14 amendment.
After the offer began, Dune's board decided on Oct 9, 2014 that an unsolicited proposal from an unnamed potential strategic buyer could reasonably be expected to result in a Superior Proposal, and told Eos. Dune and that buyer signed a non-disclosure agreement and were discussing it, but the Dune board still unanimously recommended that Dune holders tender into Eos's offer. This is a possible competing bid for the Dune deal.
Eos, through its subsidiary Eos Merger Sub, formally launched the cash tender offer for all of Dune Energy's shares at $0.30 each on Oct 9, 2014, as planned in the Sept 17 agreement. The filing values the deal at $22,129,405, based on 73,128,848 Dune shares and 635,833 deferred stock units outstanding as of Oct 7, 2014. The details of the offer are in an Offer to Purchase that is only referenced here.
This is the original Sept 18, 2014 report of the Sept 17 agreement for Eos to buy Dune Energy through a $0.30 per share cash tender offer, to begin by Oct 9, 2014, with Eos also providing funds to pay off Dune's debt. Eos must raise financing, though the deal has no financing condition. Termination fees are $3,500,000 payable by Dune or $5,500,000 payable by Eos. A joint press release was issued the same day.
This amendment repeats the Sept 17, 2014 Dune tender-offer report ($0.30 per share cash, Eos to fund Dune's debt repayment) and says nothing in it has changed. The only change is adding Dune Energy as a co-registrant.
This is the Sept 17, 2014 agreement for Eos, through its subsidiary, to make a cash tender offer for all of Dune Energy at $0.30 per share. Eos would also fund repayment of all Dune's debt and assume its trade debt. The offer is to start by Oct 9, 2014 and needs a majority of shares tendered. The filing says Eos must raise financing but the deal has no financing condition, and termination fees are $3,500,000 (payable by Dune) or $5,500,000 (payable by Eos). This is a new direction after the Alaska deal ended. This copy is the form-type duplicate of the same report, also filed as an amendment adding Dune as co-registrant.
On Aug 20, 2014 Eos settled with Clouding IP, whose $250,000 loan from Dec 2012 was repaid in May and June 2014 but whose $25,000 termination fee and claimed attorney fees were not. Eos agreed to pay $52,500 and issue 150,000 warrants at $4.00 (expiring Aug 20, 2018). It also settled with three other parties, who claimed pay for services Eos denies owing, by issuing warrants for 1,625,000 shares. On Aug 22, 2014 Eos received a notice of potential default for not paying the $52,500, which could raise the amount by 10% and cut the warrant price to 75%. This settles the Clouding relationship from the earlier services agreement and adds dilution from the new warrants.
