19 Jan 2010securities registration● Neutral
Escalera Resources Co. amended a filing by which it registered a securities offering with the SEC using its shelf eligibility.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
23 Nov 2009securities registration● Neutral
Escalera Resources Co. registered a securities offering with the SEC using its shelf eligibility.
6 Aug 2009asset acquisition disposition● NeutralMajor
On August 6, 2009 Double Eagle completed its acquisition of Petrosearch Energy, which became a wholly-owned subsidiary, resolving the merger agreed on March 30. The exchange ratio was 0.0433 Double Eagle share per Petrosearch share, and Double Eagle's closing price of $4.1235 (below $4.75) triggered a cash payment. After a $249,716 working-capital shortfall deduction, the cash is $873,436, or $0.0211 per Petrosearch share. Richard Dole led both companies, so independent board committees at each approved the terms. Double Eagle holders keep their shares, and the new shares issued to Petrosearch holders dilute them (inference). Financial statements and pro forma figures are to follow by amendment.
22 July 2009debt financing▲ GoodMajor
On July 22, 2009 the company amended its February 2009 Bank of Oklahoma credit agreement. The term loan is ended and its $3.5 million balance moves into the revolving loan, so it is no longer due July 31, 2009. The revolver's borrowing base rises from $40 million to $45 million, and a new covenant limits debt relative to EBITDAX (an earnings measure). This resolves the near-term repayment of the term loan, but adds a new covenant to keep meeting.
6 July 2009securities registration● Neutral
Escalera Resources Co. filed the final prospectus for a registered offering.
26 June 2009business combination● Neutral
Amendment No. 2 to the merger filing keeps the same terms and the August 4, 2009 Petrosearch vote. It changes Double Eagle's June 12 closing share price from $0.24 to $6.04, so the earlier figure appears to have been a typo (inference). The merger still needs Petrosearch holders' approval.
16 June 2009business combination● Neutral
Amendment No. 1 to the merger filing sets the Petrosearch shareholder meeting for August 4, 2009 in Denver, with a June 5 record date. The terms are unchanged: 0.0433 of a Double Eagle share per Petrosearch share, and approval needs a majority of Petrosearch's votes. Petrosearch's directors and officers, who own about 4.5%, have agreed to vote in favour. It states Double Eagle's June 12 closing price as $0.24, which looks like an error because the next amendment gives $6.04 (inference).
20 Apr 2009business combination● NeutralMajor
Double Eagle filed the registration statement (Form S-4) for the shares it would issue to buy Petrosearch, registering up to 1,792,741 new shares plus 33,660 shares for assumed Petrosearch warrants. Petrosearch holders would get 0.0433 of a Double Eagle share per Petrosearch share, and they still have to vote on it. The meeting date and Double Eagle's share price are left blank in this draft. This continues the March 30 merger agreement, and the new shares mean existing Double Eagle holders would be diluted (inference).
31 Mar 2009business combination● NeutralMajor
On March 30, 2009 the company agreed to acquire Petrosearch Energy Corporation by merging a subsidiary into it, paying in Double Eagle shares: 1,792,741 shares in total unless adjusted (the share count rises or falls with the share price, with a floor of 1,100,000 shares, and extra cash is payable if the price is below $4.75). The deal is subject to Petrosearch stockholder approval, carries a $300,000 termination fee in some cases, and has an August 31, 2009 outside date; Richard Dole stays Chairman, President and CEO and recused himself from the board vote. Petrosearch's holders would get new Double Eagle shares, so existing shareholders would be diluted (inference).
3 Mar 2009debt financing● NeutralMajor
On February 26, 2009 the company signed a new credit agreement led by Bank of Oklahoma with a $75 million total facility, limited to a $45 million borrowing base ($5 million term loan due July 31, 2009 and $40 million revolver due July 31, 2010). The term loan proceeds repay the existing revolving loan, and the loans are secured by a lien on substantially all assets and guaranteed by subsidiary Eastern Washakie Midstream, LLC. This replaces the earlier American National Bank line.
5 Feb 2009substantial holder notice● Neutral
BARCLAYS GLOBAL INVESTORS, NA. and 1 other disclosed a new substantial Escalera Resources Co. shareholding (4.07% of votes).
9 Jan 2009substantial holder notice● Neutral
OTR - Nominee Name for The State Tea reported no remaining Escalera Resources Co. shareholding in its periodic institutional filing.
1 Feb 2008material agreement● Neutral
Stephen Hollis, a director and former CEO, was employed from January 1, 2008 as an advisor to the board at $240,000 a year, at-will through December 31, 2008, with no severance. This follows the earlier change in CEO leadership; he gets no extra pay for being a director during the term.
25 Jan 2008substantial holder notice● Neutral
OTR - Nominee Name for The State Tea disclosed a new substantial Escalera Resources Co. shareholding (6.56% of votes).
21 Dec 2007production update● Neutral
The company issued a press release on December 21, 2007 titled 'Double Eagle Petroleum Co. Reports Operational Update and Provides a Strategic Outlook'. The release content is in an exhibit not reproduced here, so the filing text gives no figures or details.
24 Aug 2007security holder rights change● NeutralMajor
The board adopted a shareholder rights plan (a 'poison pill') on August 21, 2007, issuing one right per common share on September 4, 2007, with Computershare as rights agent. The rights become exercisable if a person acquires 20% or more of the common stock or launches a qualifying tender offer, letting other holders buy shares at a discount, and they expire August 24, 2010 unless extended or redeemed at $0.01 per right. Such plans typically make a hostile takeover harder (general effect, not stated in the filing).
5 July 2007security holder rights change● NeutralMajor
Effective July 1, 2007, the company raised its borrowing base with American National Bank from $25,000,000 to $35,000,000 on its $50,000,000 line, while raising the required minimum stockholders' equity covenant from $22,500,000 to $27,500,000. It also closed an offering of 1,610,000 shares of 9.25% Series A Cumulative Preferred Stock on July 5, 2007; if preferred dividends go unpaid, the company's ability to pay common dividends is restricted.
2 July 2007listing compliance notice▲ GoodMajor
Nasdaq certified Escalera Resources Co.'s securities for listing, clearing them to begin trading.
29 June 2007securities registration● Neutral
Escalera Resources Co. filed the final prospectus for a registered offering.
29 June 2007securities registration● Neutral
Escalera Resources Co. filed a free-writing prospectus - marketing material for an offering in progress.
28 June 2007securities registration● Neutral
Escalera Resources Co. filed a prospectus supplement for an offering off its existing shelf.
25 June 2007securities registration● Neutral
Escalera Resources Co. filed a prospectus supplement for an offering off its existing shelf.
21 June 2007securities registration● Neutral
Escalera Resources Co. filed a prospectus supplement for an offering off its existing shelf.
19 Mar 2007late filing notice▼ Bad
Escalera Resources Co. notified the SEC that its annual report would be filed late.
19 Jan 2007securities registration● Neutral
Escalera Resources Co. filed a prospectus supplement for an offering off its existing shelf.
18 Jan 2007securities registration● Neutral
Escalera Resources Co. filed a free-writing prospectus - marketing material for an offering in progress.
18 Jan 2007securities registration● Neutral
Escalera Resources Co. filed a free-writing prospectus - marketing material for an offering in progress.
16 Jan 2007securities registration● Neutral
Escalera Resources Co. filed a prospectus supplement for an offering off its existing shelf.
12 Dec 2006securities registration● Neutral
Escalera Resources Co. amended a filing by which it registered a securities offering with the SEC using its shelf eligibility.
30 Nov 2006securities registration● Neutral
Escalera Resources Co. registered a securities offering with the SEC using its shelf eligibility.