21 Oct 2014listing compliance notice▼ BadMajor
EQUAL ENERGY LTD. terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
31 July 2014listing compliance notice● NeutralMajor
EQUAL ENERGY LTD.'s exchange filed to remove a class of its securities from listing.
11 June 2014business combination● NeutralMajor
Equal filed its final proxy statement for the Petroflow sale, with the shareholder vote set for July 8, 2014 in Calgary. Shareholders would receive US$5.43 in cash per share plus a US$0.05 dividend at closing, the board unanimously recommends voting for it, and approval needs 66 2/3% of votes cast plus a majority of the minority and court approval. This follows the preliminary proxy filed in December 2013 and the May 2014 amendment. Directors and officers, holding 848,814 shares (2.4%), have agreed to vote in favour.
7 May 2014material agreement▼ BadMajor
Equal amended its gas processing agreement with Scissortail Energy (a Kinder Morgan subsidiary), which was due to end April 30, 2014. The term now runs to July 31, 2021 with a new pricing formula from August 1, 2014, expected to cut 2014 cash flow by about $1.3 million. The agreement covers over 90% of current gas production.
2 May 2014business combination▲ GoodMajor
Equal and Petroflow amended their December 2013 deal: the deadline to close moved from May 1 to July 31, 2014, and Equal will pay two US$0.05 per share dividends (one on May 28, 2014 to holders of record May 15, and one when the sale closes). The US$5.43 per share cash price is unchanged. The press release says the extension was granted because Petroflow has obtained financing commitments, and it also responds to Montclair's April 2014 releases criticising the deal.
31 Dec 2013business combination● NeutralMajor
Equal filed a preliminary proxy for the special shareholder meeting (date still blank) to vote on the US$5.43 per share cash sale to Petroflow, with the board unanimously recommending a vote in favour. The proxy says the sale followed a review that began with Montclair's unsolicited US$4.00 per share proposal on February 27, 2013; Equal contacted 19 potential bidders, and two submitted final proposals, with Petroflow's judged superior to Montclair's. Shareholders who don't dissent would receive US$5.43 per share in cash less withholding taxes, reduced by any extra dividends declared before closing (the US$0.05 dividend paid December 20, 2013 is permitted). This is a draft, not final.
17 Dec 2013business combination● Neutral
Equal told shareholders to take no action on a December 16, 2013 news release from Montclair Energy, LLC about the Petroflow deal. Equal says its process was extensive, competitive and fair, that a special committee reviewed all proposals including Montclair's, and that the board unanimously found Petroflow's US$5.43 offer to be the best value. This continues the Petroflow sale thread and adds Montclair as an opposing voice.
10 Dec 2013business combination● NeutralMajor
On December 6, 2013, Equal agreed to be acquired by Petroflow Energy Corporation (through its subsidiary Petroflow Canada Acquisition Corp.) for US$5.43 per share in cash, about US$230 million in total. The deal needs a 66 2/3% shareholder vote plus a majority of the minority, court approval, Petroflow obtaining financing, and dissent rights not exceeding 5% of shares, among other conditions; Equal owes a US$2 million termination fee in certain cases. Directors and officers holding about 1.9% of shares have agreed to vote in favour, and Petroflow is to offer to buy the CAD$45 million convertible debentures at 101% of face value plus accrued interest within 30 days after closing.
11 Apr 2013auditor change● Neutral
On April 10, 2013, Equal switched its auditor from KPMG LLP (Canada) to KPMG LLP (United States), a move approved by its audit committee. The filing says the prior audit reports were clean and there were no disagreements or reportable events with the outgoing firm.
20 Mar 2013material agreement▲ Good
On March 19, 2013, Equal settled its US lawsuit against Nawar Alsaadi and Adam Goldstein, who it had accused of violating Section 13(d) through Schedule 13D filings made December 14, 2012 and February 1, 2013. The two agree, without admitting wrongdoing, to abstain from voting their shares at the 2013 annual meeting (except for the board's nominees and board-backed proposals), to take down certain publications about management, and to observe a 15-month standstill; Equal withdraws the suit and mutual releases are exchanged.
1 June 2010business combination● NeutralMajor
On May 31, 2010, Enterra Energy Trust completed a court-approved reorganisation in which its unitholders swapped each trust unit for one-third of a new Equal Energy Ltd. common share. Equal has the same assets, liabilities, directors, management and employees as Enterra had, and this filing notifies the SEC that Equal is Enterra's successor issuer. Shares trade on the NYSE and TSX as EQU.