Erin Energy Corp.

Following the Chapter 11 filing, the NYSE American began delisting proceedings and suspended trading in Erin's stock on April 26, 2018; it filed Form 25 with the SEC on May 9 and removal was set for May 21, 2018. The stock has traded over-the-counter since April 27 under the ticker ERINQ. This is a consequence of the bankruptcy; the filing does not address the outcome for shareholders.

listing compliance notice

Erin Energy Corp.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

On April 25, 2018 Erin Energy and certain subsidiaries (named in the exhibits as EEKL, EEL and EPNL) filed voluntary Chapter 11 petitions in the Southern District of Texas, Houston. They will keep operating under court supervision, are seeking debtor-in-possession financing, and plan to file a reorganization plan soon. The filing says nothing yet about what happens to shareholders' stock or to creditors.

bankruptcy or receivership

On Feb 26, 2018 (effective Dec 31, 2017) Erin cut the conversion price of the $50M convertible note held by Oltasho Nigeria Limited, now described as its largest stockholder, from $10.46 to $2.75 per share and converted it immediately. The $61.4M owed (principal plus interest) became 22,327,327 new shares and the note is deemed paid in full, which removes that debt but dilutes other shareholders. This resolves the earlier Allied convertible note thread; the filing does not say how Oltasho relates to Allied, which would be an inference.

capital raising announcement

On Feb 6, 2017 Erin and its Nigerian subsidiary EPNL signed a $100.0M pre-export finance facility with The Mauritius Commercial Bank, guaranteed by Standard Bank of South Africa with PIC's backing (PIC, the second largest shareholder, has recourse to Erin). It is secured by an oil sales contract with Glencore for all oil from OML 120/121, bears interest at 3-month LIBOR plus 6%, and is repaid in instalments from June 2017 to December 2019. In return Erin pays PIC a 2.5% upfront fee and will issue it warrants worth 20% of the guarantee amount (priced at the share's closing price when funds arrive). Zenith, the existing lender, signed an override deed sharing sale proceeds and enforcement with MCB. This adds debt on top of the Zenith loan, and the warrants could dilute existing shareholders.

capital raising announcement

Grant Thornton, auditor since 2012 (it replaced RBSM), told the company on April 27, 2016 it would not stand for reappointment for 2016. The Audit Committee appointed Pannell Kerr Forster of Texas as the new auditor. Grant Thornton's 2015 audit report included a going-concern doubt paragraph, and the filing reports no disagreements with it. It also notes the 2014 material weakness, which the company says was fixed before year-end 2014, resolving the thread opened by the June 2014 restatement.

auditor change

Erin's Nigerian subsidiary EPNL got a waiver from Zenith Bank deferring for 90 days the principal payment due March 31, 2016 on the Zenith term loan. The filing also says Zenith had agreed to waive the Debt Service Reserve Account funding requirement until December 31, 2016. The company needed lender relief on this loan, which started with the Sept 2014 facility; the filing does not say what happens after the 90 days.

material agreement

A dispute with Northern Offshore over the drillship Energy Searcher, which was supplied to the company's subsidiary CPL through Oceanic Consultants. Northern said on Jan 2, 2015 it was terminating the contract over a missing letter of credit and demanded payment; on Jan 7 Oceanic and CPL rejected that and terminated themselves, claiming wasted costs over $50 million and delay damages over $3 million. The company says it believes its damages exceed any Northern claim, but the outcome is unresolved. The press release says Oyo drilling is now being done by the Transocean Sedco Express rig, with production still expected online by end of Q1 2015.

material agreement termination

On Sept 5, 2014 the Nigerian subsidiary CAMAC Petroleum Limited signed a five-year term loan with Zenith Bank Plc for up to $100 million, in four $25 million drawings within 12 months, to develop OMLs 120 and 121 including the Oyo Field. US dollar borrowings carry LIBOR plus 7.5% (floor 9.5%) and the loan is secured over the OMLs, CPL's assets and CPL's shares, with a corporate guarantee from the company. The loan also bars other expansion debt for the OMLs without the lender's consent and gives Zenith a right of first refusal on such financing. This is new debt alongside the Allied notes.

debt financing

The company said its first-quarter 2014 unaudited financial statements (the 10-Q filed in May) should no longer be relied on and will be restated. A miscalculation of the crude oil inventory of the assets bought from Allied in February 2014 understated inventory at Dec 31, 2013 by about $9.5 million, and Allied also corrected some figures it had supplied. This affects accumulated deficit, production costs, net loss, loss per share, paid-in capital and operating costs. A further review may bring more adjustments, and management found a material weakness in internal control over complex, non-recurring transactions as of March 31, 2014. This corrects the quarterly results reported on 2014-05-09.

financial restatement

On April 30, 2014 the company, through an indirect 50%-owned subsidiary, signed a Petroleum Agreement with Ghana for the Expanded Shallow Water Tano Block. The contracting parties (CAMAC Energy Ghana Limited as operator 60%, GNPC Exploration and Production Company 25%, Base Energy Ghana 15%) hold 90% of the participating interest, with GNPC carrying 10%. The two-year initial exploration period requires one exploration well. A one-time $2.0 million payment to GNPC is due within 30 days, with a $1.0 million annual training allowance, and the parties must decide on commerciality of three earlier discoveries within nine months. This adds a West African block to the exploration portfolio beyond Kenya and Gambia.

material agreement

On February 21, 2014 the company completed the Allied acquisition of the remaining OML 120/121 economic interests, including the Oyo Field. It paid $85 million cash, issued 497,454,857 shares and delivered the convertible note (with $25 million advanced); a further $85 million and $25 million of note are due within two business days after PIC's second $135 million investment. PIC's first $135 million investment (188,442,211 shares) closed the same day, and the company also issued 227,996,378 shares in a stock dividend of 1.4348 new shares per share held. Registration rights and a right-of-first-refusal agreement with Allied were signed. This completes the deal announced in November 2013; the PIC second closing is still pending.

asset acquisition disposition

On November 19, 2013 the company agreed to buy Allied's remaining economic interest in the OML 120/121 production sharing contract (including the Oyo Field), giving it a 100% economic interest, for $170 million cash, 497,454,857 new shares and a $50 million convertible subordinated note (convertible at $0.7164/share, LIBOR plus 5%, five-year term). To fund the cash, it agreed to sell 376,884,422 shares to South Africa's Public Investment Corporation for $270 million in two equal installments. The filing says PIC's stake is expected to be about 30% after a special stock dividend. The deal needs a stockholder vote including a majority of shares excluding CEHL and its affiliates, plus Johannesburg Stock Exchange listing, and is expected in the first half of 2014. CEO Lawal is linked to the sellers and CEHL holds about 57%, so a special committee of independent directors reviewed and recommended it. The deal ends the Purchase and Continuation Agreement of December 2010, replaced by two $25 million milestone payments for discoveries outside Oyo. This resolves the earlier non-Oyo milestone thread.

capital raising announcement

On September 10, 2013 the company and Allied amended the $25 million promissory note (originally signed June 2011 for Oyo #5 workover invoices, maturing July 15, 2014, LIBOR plus 2%) and the related guaranty. The parent company is added as a borrower, up to $10 million may be borrowed for general corporate purposes, and the shares of the subsidiary holding the Gambia and Kenya exploration licences are pledged as collateral. This gives the company a debt facility from its largest shareholder's affiliate, secured on the new exploration licences.

material agreement

The sale of Pacific Asia Petroleum Limited to Leyshon Resources closed on August 6, 2012, with the company receiving US$2.5 million cash and 10 million Leyshon shares; this ends its interest in the Zijinshan Gas Block in China (effective July 1, 2012) and resolves the pending sale. The attached results release also says Allied completed its purchase of Eni subsidiary NAE's 40% interest in OMLs 120/121 on June 29, 2012 and is now Oyo Field operator. Second-quarter 2012 had no oil lifting and no Oyo revenue, a net loss of $4.0 million, and cash of $3.4 million at June 30 (down from $8.5 million at March 31). The company says it expects to invest the proceeds and China savings in African exploration.

asset acquisition disposition

On July 23, 2012 the company agreed to sell its Hong Kong subsidiary Pacific Asia Petroleum Limited, which holds the Zijinshan Gas Block in China, to Leyshon Resources for US$2.5 million cash plus 10 million Leyshon shares, effective July 1, 2012. Closing needs conditions such as ASX listing approval of the Leyshon shares, with a long-stop date of August 6, 2012. This exits the China business inherited from the Pacific Asia Petroleum days; the company says proceeds and savings will be reinvested in African exploration.

material agreement

On May 24, 2012 the company signed licences for two Gambian offshore exploration blocks, A2 and A5, as operator with a 100% interest in each; Gambia's national oil company may take up to 15% after a development plan is approved. Work commitments over a four-year initial period include one exploration well per block, and the signature bonus is $1,000,000 for each licence, payable within 30 days. This adds to the Kenyan blocks signed earlier in May.

material agreement

On May 10, 2012 the company signed four production sharing contracts with Kenya's government covering offshore Blocks L1B, L16, L27 and L28, with the company as operator and responsible for all exploration spending. Minimum commitments are $5.25M each for L1B and L16 in the initial two years and $11.7M each for L27 and L28 in the initial three years, with larger commitments if it takes extension periods, and a $310,000 signature bonus per contract. This follows the December 2011 announced plan to add exploration licences and takes the place of the Kenyan interest the abandoned Avana deal would have given.

material agreement

On Jan 30, 2012 the company told Avana's principal shareholders it would not proceed with the Dec 30, 2011 agreement to buy Avana, because certain obligations and conditions were not fulfilled by the required deadlines. The company says it does not expect material liability from withdrawing. This ends the Avana deal and the share issuance it would have required.

material agreement termination

On Dec 30, 2011 the company agreed to buy Avana Petroleum Limited, a private Isle of Man company, for up to US$15 million paid in company shares in three tranches (US$10M at completion, then US$2.5M at 6 and 12 months). The first tranche is 9,906,875 shares, and up to 30,754,168 new shares (up to 19.9% of current shares) may be issued, so this would dilute existing holders. It needs at least 90% acceptances (holders of about 78% have committed), Kenyan government approval and other conditions, with a long-stop date of Feb 28, 2012; if the Kenyan conditions are unmet the price drops to US$10M. The attached press release also says NAE (an Eni subsidiary) has agreed to sell its 40% working interest in OMLs 120/121 to Allied, an affiliate of the largest shareholder, and that the company has agreed commercial terms for three offshore exploration licences. Kase Lawal is described as Chairman and CEO and the CFO signing is Edward Caminos, both changes from the earlier context.

material agreement

On Feb 15, 2011 the company closed the purchase of CAMAC's remaining non-Oyo rights in OML 120/121, paying $5.0 million cash to Allied at closing, so it now holds CAMAC's full interest in the PSC. This completes the deal pending since the Oct 2010 Heads of Agreement and the Dec 10, 2010 Purchase Agreement. The company can keep the rights only by paying further milestone amounts ($5M, $5M, $20M, $25M, some payable in shares at Allied's option); if it declines at a milestone, the rights revert to CAMAC with no compensation. Closing used a limited waiver: CAMAC has ten days after closing to clear a lien and deliver data, or the company may seek to rescind (subject to NAE approval) and get its $5 million back with interest. A Second Novation Agreement moved the rights to CPL with NAE's consent, a registration rights agreement was signed for any shares issued to Allied, and the Oyo Field Agreement was renamed the OML 120/121 Management Agreement, extended to all of OML 120/121, with the indemnity for non-Oyo costs above $80M removed. Chairman Lawal's related-party interest is again disclosed.

asset acquisition disposition

On Dec 21, 2010 the company agreed to sell 9,319,102 shares at $2.20 (about $20.5 million) with warrants for 4,659,551 more shares at $2.20 for 30 days and $2.62 after, for five years; full exercise would add about $10.3 million. The money is to help pay for an intervention on an Oyo Field well to block unwanted gas entry and increase oil output. Rodman & Renshaw is again placement agent, at a 5.0% commission plus warrants for 3.0% of the shares sold; buyers also get the right to join any offering in the next six months. The price is well below the $4.00 and $4.22 paid in the Feb and Mar 2010 offerings, and the new shares and warrants dilute existing holders.

material agreement

On Dec 10, 2010 the company signed a Purchase and Continuation Agreement that replaces the Oct 11 Heads of Agreement for the non-Oyo rights, keeping the same $5 million upfront and the same milestone payments ($5M, $5M, $20M, $25M; up to $55 million in shares if Allied chooses). It adds a termination right if closing has not happened by the later of Jan 31, 2011 or another agreed date, with $500,000 liquidated damages for breach, and CPL (the company's subsidiary) joins as a buyer. Chairman Lawal's related-party interest is again disclosed. This continues the thread from October, which was expected to close by Nov 30 and now has a later outside date.

capital raising announcement

On Oct 11, 2010 the company signed a binding Heads of Agreement to acquire CAMAC's remaining interest in the same Nigerian production sharing contract (OML 120 and 121) outside the Oyo Field, with closing expected by Nov 30, 2010. It pays $5 million cash within 15 days of closing, then can keep the rights by paying $5 million, $5 million, $20 million and $25 million at four milestones (first non-Oyo well drilled, commercial discovery, development plan approved, commercial production), in cash or, at Allied's option, shares (up to $55 million in shares in total). If it declines at a milestone the rights revert to CAMAC with no refund. Chairman Kase Lawal is a director of the CAMAC sellers and owns 27.7% of CAMAC International Limited, so this is a related-party deal. It continues the CAMAC relationship from the April closing.

capital raising announcement

The CAMAC deal closed on Apr 7, 2010: the company paid CAMAC $32 million in cash and issued 89,467,120 shares, about 62.74% of the 143,093,494 shares then outstanding, for CAMAC's Oyo Field rights; the company renamed itself CAMAC Energy Inc. (NYSE-Amex: CAK). A further $6.84 million is owed on the earlier of enough Oyo oil proceeds or six months after closing, and up to 13,457,188 more shares go to CAMAC if certain warrants and options are exercised. CAMAC now controls the company: the board went from five to seven, CAMAC designated four directors (Robert Stempel and Elizabeth Smith resigned; Kase Lawal and John Hofmeister are among the new appointees), and CAMAC can pass any simple-majority shareholder vote. This resolves the pending Oyo acquisition thread and heavily dilutes existing holders.

business combination

The $17.5 million offering closed on Mar 5, 2010, and on Mar 4 the CAMAC deal was amended: the $45 million financing condition was dropped, only $32 million of the $38.84 million cash is due at closing (the other $6.84 million is due after, on the earlier of enough Oyo oil proceeds or six months), and closing is due by Apr 7, 2010. The company says the roughly $37.5 million raised across the two offerings is enough to close. Closing still depends on shareholder approval and other agreements, and the amendment also makes the company reimburse CAMAC for certain pre-closing Oyo costs after closing.

material agreement

On Mar 2, 2010 the company agreed to a second registered offering: 4,146,922 common shares at $4.22 for $17.5 million, plus Series C warrants (1,658,769 shares at $4.50, 42 months) and Series D warrants (1,658,769 shares at $4.12, until Dec 5, 2010). Rodman & Renshaw is again placement agent at 6.0%. The CEO says the cash is enough to finish the Oyo acquisition, which still needs shareholder approval; more new shares and warrants for existing holders to absorb.

material agreement

On Feb 10, 2010 the company agreed to sell 5 million common shares at $4.00 each for $20 million, with Series A warrants (2 million shares at $4.50) and Series B warrants (2 million shares at $4.00, until Nov 1, 2010); full exercise would add $17 million. Rodman & Renshaw is placement agent for a 6.0% commission, and the money is for working capital and may help fund the Oyo acquisition from CAMAC. The filing also corrects the press release, which wrongly said the Series A warrants run 30 months rather than 36. This is the financing the CAMAC deal needed, and it adds new shares and warrants.

material agreement

Pacific Asia Petroleum (the company's name at the time) signed a deal on Nov 18, 2009 to buy CAMAC Energy Holdings' interest in the Oyo Field production sharing contract off Nigeria, for $38.84 million in cash plus new common stock equal to 62.74% of the company's outstanding shares, so existing shareholders would be heavily diluted. Closing is expected in Q1 2010 and needs a financing of at least $45 million (none arranged yet), shareholder approval and other agreements; after closing CAMAC would nominate 4 of 7 directors for a year. The filing also says talks with Molopo to buy its 26.1% stake in Fortune Liulin Gas (Liulin coalbed methane block) were mutually ended.

capital raising announcement

The company signed a non-binding-style cooperation agreement (a commitment to negotiate in good faith, subject to due diligence) with Well Lead Group to buy up to a 39% interest in Northeast Oil (China) Development's 95% stake in two producing oil blocks in Heilongjiang, China. The price for 25% is $9.8 million ($2.5 million cash at closing, $2.5 million cash in installments, and $4.8 million of company stock), with an option on a further 14% for $5.5 million cash. Well Lead holds the deal exclusive until November 30, 2008 in return for 25,000 company shares or, at its option, $50,000. This would be the company's first producing oil asset in the filings so far (inference: its earlier China deals are coalbed methane/tight gas blocks).

capital raising announcement

The company amended its four September 2007 purchase agreements with ChevronTexaco (Baode, Linxing, Shenfu, San Jiao Bei), cutting the Baode base price from $13 million to $2 million, removing interest on its cash portion, and extending the closing-condition deadline from June 6 to November 6, 2008. It also hired international banks as co-lead managers for a proposed offering of about $75 million of redeemable convertible preference shares outside the US, to fund the Chevron purchases; the banks are not obliged to buy or place any securities, so there is no assurance it will happen.

material agreement

China's Ministry of Commerce approved, on April 2, 2008, the company's subsidiary entering the October 2007 Zijinshan coalbed methane contract. This resolves the approval condition on that contract. The company says it is the operator with an initial 100% interest, and the partner CUCBM can take 40% from the development phase.

material agreement

The company agreed to buy BHP Billiton's 64.2858% interest in the Baode Area coalbed methane and tight gas block in Shanxi, China, covering about 160,000 acres. It already has a separate agreement with ChevronTexaco for the other 35.7142%, so both deals closing would give it 100%. A $500,000 deposit is due by April 7, 2008, and closing depends on waivers from CUCBM and ChevronTexaco and Chinese government approvals; the final price is subject to adjustments and the filing gives no base price.

material agreement

The company (then named Pacific Asia Petroleum, Inc.) signed a 30-year production sharing contract with China United Coalbed Methane Corp. for the Zijinshan coalbed methane block in Shanxi Province, China. It must drill three exploration wells and acquire 50 km of seismic data in the first three years (estimated $2.8 million), then drill four pilot wells over the next two years (estimated $2 million), unless it elects to terminate. The partner can later take a 40% interest, and the contract still needs approval from China's Ministry of Commerce.

material agreement