Eos Petro, Inc.

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).

material agreement termination

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.

business combination

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.

business combination

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).

capital raising announcement

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.

business combination

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.

business combination

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.

business combination

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.

business combination

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.

business combination

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).

business combination

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.

business combination

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.

business combination

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.

business combination

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.

business combination

On Nov 29, 2013 Buccaneer ended the Cook Inlet participation agreement (the Aug 2013 deal, amended Oct 17, 2013) because it did not receive funds Eos could have provided. Eos says it did not pay because it decided the interests it could earn did not justify the amount required. This ends the Alaska plan announced in August 2013 and the US$150-200M spending expectation tied to it.

material agreement termination

On Nov 6, 2013 Eos amended its LowCal loan again. The February 2013 $1,250,000 note (due Aug 13, 2013) is replaced by a $5,000,000 10% note bought for $4,980,000, with the first $2,500,000 already paid before Nov 6 and the rest due in instalments from Nov 7, 2013 to Jan 9, 2014. Principal and interest are now due by Dec 31, 2014, and LowCal can convert them into common stock at $4.00 per share. On repayment LowCal gets 50,000 shares plus a cash fee of 10% of principal, and it may buy up to 1,000,000 more common shares at par, which would dilute existing holders. The filing does not say whether the earlier $1,250,000 note was repaid or rolled in; that is an inference.

capital raising announcement

On Aug 21, 2013 Eos Petro (now under that name) signed an agreement with Buccaneer Alaska to earn a 50% working interest in four Cook Inlet, Alaska projects (Southern Cross, Northwest Cook Inlet, West Eagle, North Cook Inlet), by paying 100% of the cost of the first two wells on each. This is a new Alaska focus beyond the Illinois and Ghana assets. The press release says total spending is expected at US$150-200 million, which the filing does not say how the company will fund.

material agreement

On Feb 8, 2013 Eos agreed to sell LowCal Industries a $1,250,000 note for $1,240,000, at 10% interest, due in one payment by Aug 13, 2013. It is secured by Eos oil and gas property rights, a Cellteck guaranty and a first call on the first draw from GEM's non-binding $400,000,000 commitment; LowCal also bought 500,000 Series B preferred shares for $10,000. Eos also agreed a $10,000 extra fee and 24% interest on a $200,000 RT Holdings loan, now due April 30, 2013, and the ticker changed from CLTK to EOPT on Feb 15, 2013. The company has not yet answered a Feb 8, 2013 SEC comment letter.

capital raising announcement

Cellteck/Eos amended the merger agreement on Jan 16, 2013 to set out how the planned 1-for-800 reverse split works: holders of under 2,000 common shares get a cash payment and their shares are cancelled, while holders of 2,000 or more get one share per 800 (minimum 100 shares). This replaces the earlier wording that rounded everyone up to 100 shares. It also issued warrants on Nov 21, 2012 for 8,372,000 common shares to GEM and 590 Partners (exercise prices $2.50, $3.00, $5.35; some only usable once Ghana's Parliament ratifies an oil block concession), tied to GEM's non-binding $400,000,000 Africa financing commitment. A Dec 26, 2012 services agreement with Clouding IP gave it a 1,000,000-share warrant at $3.00, and Eos leased Los Angeles office space (Suite 2520) through April 30, 2017.

capital raising announcement

This amendment restates the October 2012 report of the Eos merger closing, revised to answer SEC staff comments. It says the merger closed October 12, 2012 with 37,850,044 Series B preferred shares issued to former Eos holders (none exercised appraisal rights), and former Eos holders own about 93% on a converted basis, versus the roughly 86% expected beforehand. Plethora Partners, owned by CEO Nikolas Konstant, holds 32,500,100 Series B shares, about 74% of voting securities. Eos holds five Illinois leases (Works Property) and pursues African properties through its subsidiaries.

material agreement

Cellteck signed a merger agreement (dated July 16, 2012) to acquire Eos Petro, Inc. Eos shareholders would receive Series B preferred stock convertible at 800 common shares each, and the filing anticipates they would hold over 86% of the common stock after conversion, with existing Cellteck holders diluted to the balance. Either party could terminate if the merger is not completed by September 30, 2012.

business combination

CellTeck reports the Safe Cell Tab spin-off from China Ivy is complete: China Ivy transferred its Safe Cell interest to CellTeck on July 31, 2008, and the pro rata share distribution to China Ivy stockholders was completed August 21, 2008. This finishes the spin-off announced earlier in August.

asset acquisition disposition

CellTeck (the company later to become Eos Petro) signed agreements dated July 23, 2008 under which China Ivy School's Safe Cell Tab subsidiary would be spun off and merged into CellTeck. China Ivy shareholders of record on July 31, 2008 would get one CellTeck share per China Ivy share held.

material agreement