FX ENERGY INC

FX ENERGY INC terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

FX ENERGY INC's exchange filed to remove a class of its securities from listing.

listing compliance notice

The buyer's seventh and final-stage amendment confirms the merger took effect on December 31, 2015: shareholders approved it, Merger Sub merged into FX Energy, and each common share was cancelled and converted into the right to receive $1.15 cash. FX Energy continues as a wholly owned subsidiary of Orlen Upstream, and the shares are to be delisted from Nasdaq and the company deregistered. The attached PKN Orlen press release repeats this. This confirms the closing reported in the company's own 8-K.

business combination

FX ENERGY INC's exchange filed to remove a class of its securities from listing.

listing compliance notice

The Orlen merger closed on December 31, 2015: shareholders approved it (37,116,043 for, 692,685 against, of 37,808,728 shares voted), and every common share not already held by Orlen's side was converted into $1.15 cash. Total consideration for the tender offer and merger was about $63.1 million, paid from PKN Orlen's cash. All directors resigned and Merger Sub's three directors took over. Unexercised options were cancelled without payment. FX Energy asked for Nasdaq delisting and intends to file Form 15 to deregister. The Series B preferred will be redeemed January 7, 2016 at $25.61667 per share ($25.00 plus $0.61667 accrued dividends). Shareholders also voted 37,637,605 against and 170,748 for the non-binding executive merger pay proposal; the filing does not say what effect this has. This resolves the Orlen deal thread.

business combination

FX Energy filed the definitive proxy statement for the December 31, 2015 special meeting to approve the Orlen merger, under which each remaining common share would convert to $1.15 cash. It says Kiwi Acquisition Corp. held about 67.3% of record shares at the December 18 record date and will vote for the deal, so approval is assured. It also includes a non-binding vote on executive merger compensation. The text is truncated, so the filing's other sections are not visible.

business combination

The buyer reports the subsequent offering period expired December 18, 2015, with 5,988,810 more shares tendered (about 10.91%), bringing the total accepted for payment to 42,912,630 shares (about 78.21% of 54,867,784 outstanding). The December 31 shareholder meeting will approve the merger, which the filing says is assured since Merger Sub holds a majority. The attached Orlen press release says Merger Sub is below 90% and the top-up option is not exercisable, so remaining holders will be cashed out at $1.15 through the merger. The merger has not yet closed.

business combination

FX Energy reports the subsequent offering period ended December 18, 2015 with another 5,988,810 shares tendered, all accepted for payment at $1.15. Together with the 36,923,820 shares from the initial period, Merger Sub has accepted 42,912,630 shares, about 78.2% of the outstanding. This is below the 90% needed for a short-form merger, so the merger still needs the shareholder vote; the filing notes the initial-period count as 36,923,820 shares versus the 37,080,788 reported earlier.

business combination

FX Energy filed a preliminary proxy statement for a December 31, 2015 special meeting where shareholders will vote on the Orlen merger agreement ($1.15 cash per share) and a non-binding vote on executive merger pay. It says Orlen and its affiliates own about 67.6% of the shares and have agreed to vote for the deal, so approval is assured. This is the follow-on merger step after the tender offer; the filing is a preliminary draft and the text is truncated.

business combination

FX Energy confirms the Orlen tender offer closed its initial period with 37,080,788 shares (about 67.6%) tendered, satisfying the minimum condition, and Merger Sub accepted them for payment at $1.15. A subsequent offering period runs to 5:00 p.m. Eastern on December 18, 2015. The attached press release says the merger will follow and untendered shares will be converted into $1.15 cash, by short-form merger if Merger Sub holds at least 90%, otherwise via a shareholder meeting whose approval it calls assured. It also says the Series B preferred is called for redemption on the date shares were accepted, with notice going to holders of record on December 8.

business combination

The buyer reports the tender offer expired December 8, 2015 with 37,080,788 shares (about 67.6% of those outstanding) validly tendered, which met the minimum condition; Merger Sub accepted them for payment at $1.15 each. A subsequent offering period for remaining holders runs to 5:00 p.m. Eastern on December 18, 2015, at the same price with no withdrawal rights. A merger is to follow, converting untendered shares into $1.15 cash. The press release says holders will not have dissenters' rights while the stock stays listed on Nasdaq Global Select Market. This resolves the main open question on the tender, but the merger itself has not yet closed.

business combination

FX Energy extended the Orlen tender offer a further three days, from December 5 to 12:01 a.m. Eastern on Tuesday, December 8, 2015, to give holders more time to consider it. The filing also says that on December 3 the Nevada court denied the Richards plaintiffs' request for a preliminary injunction, so the court did not block the deal. The $1.15 price and other terms are unchanged, and the deal is still pending.

business combination

FX Energy's third amendment confirms the tender offer is extended to December 5, 2015 to allow limited expedited discovery in the Richards suit, with a preliminary injunction hearing set for December 3. It states the company was advised that Orlen Upstream received Polish Competition Authority clearance on November 12, 2015, which resolves the Polish antitrust condition. It also describes a second Haworth suit (Nov 16) seeking to keep the claims in Utah, and says Utah proceedings are paused pending the Nevada injunction ruling. The $1.15 price is unchanged, and the deal is still pending.

business combination

The buyer's third amendment extends the $1.15 per share tender offer from November 25 to 12:01 a.m. Eastern on December 5, 2015, to allow expedited discovery in the Richards lawsuit. A court hearing on disclosure allegations is set for December 3, the Nevada suits were consolidated, and the two Utah suits were consolidated and coordinated with Nevada. A Haworth amendment alleges omissions about the sales process and Evercore's analyses. The filing says all other terms are unchanged. This continues the pending deal, which is now delayed by the litigation; the text is truncated, but it appears to refer to a Polish antitrust clearance decision.

business combination

FX Energy's board filed its formal response to the $1.15 per share cash tender offer from Kiwi Acquisition Corp. (a subsidiary of ORLEN Upstream), with the offer set to expire at 12:01 a.m. Eastern on November 25, 2015 unless extended. The filing says each common share not tendered would be cancelled in the follow-on merger and converted into $1.15 cash (unless dissenters' rights are exercised, if available), and the company would become a wholly-owned ORLEN Upstream subsidiary and stop being publicly traded. The Series B preferred is to be redeemed at $25.00 per share plus accrued and unpaid dividends after the offer. Closing needs a majority of fully diluted shares tendered. The filing lists 54,869,256 common shares outstanding as of October 26, 2015, plus 2,549,881 shares under options and 4,000,000 shares issuable on conversion of 800,000 preferred shares. Per the later Oct 29 press release, the board recommends that holders tender. This continues the October 12 merger agreement; the deal is still pending.

business combination

On October 27, 2015 Kiwi Acquisition Corp. and Orlen Upstream formally launched the $1.15 per share cash tender offer for all FX Energy common stock, which values the company at about $63.1 million based on 54,869,256 shares outstanding. The offer is set to expire at 12:01 a.m. Eastern on November 25, 2015 unless extended. This continues the October merger agreement; the deal has not yet closed.

business combination

On October 12, 2015 FX Energy agreed to be acquired by Orlen Upstream Sp. z o.o. (via its subsidiary Kiwi Acquisition Corp.) through a tender offer at $1.15 in cash per common share, followed by a merger. The Series B preferred is to be redeemed at $25.00 per share plus accrued and unpaid dividends. Closing needs a majority of shares tendered and antitrust clearance, and a $4 million termination fee is payable by the company in specified circumstances. This is a new thread that would end common holders' stake if completed; it is still pending.

business combination

On July 28, 2015 FX Energy signed a new up-to-EUR90 million senior reserve-base lending facility with BNP Paribas (Suisse) SA and ING Bank N.V., with an initial commitment of EUR55 million and an initial borrowing base of EUR45.1 million (about $50 million). Initial proceeds repaid the previous credit facility, replacing the 2013 BNP/ING facility. The interest margin over LIBOR is 4.75% for two years then 5.00%, versus 3.75-4% before. Scheduled borrowing-base reductions of 14.29% every six months begin June 30, 2017, and the loan is secured on the Polish producing properties and intercompany advances and guaranteed by the company.

material agreement

Nasdaq certified FX ENERGY INC's securities for listing, clearing them to begin trading.

listing compliance notice

On July 12, 2013 FX Energy finalized a five-year facility of up to $100 million with BNP Paribas (Suisse) and ING Bank, borrowed by its Polish subsidiary, with an initial borrowing base of $65 million. It repays the $55 million Royal Bank of Scotland facility from 2010 and funds production facilities in Poland. Interest is LIBOR plus 3.75% before June 30, 2016 and plus 4% after, with principal reductions starting June 2016. It is secured on the Polish producing properties and guaranteed by the company.

material agreement

On March 10, 2011 FX Energy priced a public offering of 6,000,000 shares at $7.00 with Macquarie Capital, plus a 30-day option for 900,000 more. Net proceeds are expected to be about $39.3 million ($45.3 million with the option), to fund part of the 2011 and 2012 capital budget, Polish development and working capital. This is a larger raise than the December 2010 $6.00 offering, and it dilutes existing shareholders. Closing is expected March 15, 2011.

material agreement

FX Energy set up an at-the-market sales program with McNicoll, Lewis & Vlak (MLV) on December 23, 2010, allowing it to sell up to $50 million of common stock over time at market prices on Nasdaq. MLV's fee is 3% of proceeds up to $30 million and 2% above that. No shares are stated as sold yet, so any dilution depends on how much the company actually sells.

material agreement

FX Energy agreed on December 8, 2010 to sell up to 1,500,000 new shares at $6.00 each through Pritchard Capital Partners, which takes a 5% fee. Gross proceeds are about $9.0 million (about $8.45 million net), to be used for working capital and to speed up exploration, development and production facilities in Poland. This follows the December 7 prospectus filings, and new shares dilute existing holders. Closing is expected December 13, 2010.

material agreement

FX Energy entered a new $55 million senior lending facility with The Royal Bank of Scotland, ING Bank and KBC Bank, borrowed by its Polish subsidiary and guaranteed by the company. It repays the earlier $25 million RBS facility and funds production facilities, starting with facilities and pipelines for the three KSK wells. Interest is LIBOR plus 4% before June 30, 2013 and 5% after; $40 million can be drawn until the KSK wells have produced for 30 days, then the full $55 million, with principal repayments beginning June 2013. This replaces the 2006 facility and secures the debt on its Polish producing properties.

material agreement

FX Energy drew another $14 million on its Royal Bank of Scotland credit facility, bringing the amount outstanding to $25 million, the full amount currently available. It now has about $24 million in liquid assets, and the press release says the main long-term use is developing its Polish gas properties, including processing facilities for the Roszkow-1 well, with first production expected in the first quarter of 2009. This fully draws the $25 million facility signed in November 2006.

debt financing

FX Energy agreed to sell 1,500,000 shares at $8.63 each to institutional investors in a registered direct offering, for gross proceeds of $12,945,000 before expenses, with C.K. Cooper & Company as placement agent. The press release says proceeds are meant for general corporate purposes including expanding and accelerating its Poland exploration program; this adds new shares for existing holders.

material agreement

FX Energy signed a Senior Facility Agreement for up to $25 million with The Royal Bank of Scotland to fund infrastructure and development for its Polish gas and oil projects. It is secured by the Polish producing properties, repayable by the end of 2012, and the first drawdown is expected in early 2007. The press release says it would cover the first stage of development costs at Sroda.

material agreement

Drilling is underway on Sroda-4, the first FX Energy well in Fences II (POGC operates with 51%, FX Energy 49%), and the Rusocin-1 well in Fences I is projected to spud in early October. FX Energy pays 100% of the costs of both wells, after which it will have fully earned its 49% interest in about 900,000 acres. The filing also names five new prospects, plans three Nevada wells costing no more than $250,000 in total, and puts cash at about $35 million after the April 2004 European offering. The Zaniemysl-3 well is described as a successful discovery announced earlier in 2004, following the Zaniemysl prospect approved for drilling in the April 2003 filing.

drilling progress report

Poland's Minister of Environment formally approved the Fences III lease, which was enlarged by 230,000 acres to about 760,000 acres, all held 100% by FX Energy (excluding six already-discovered gas fields). The filing also says the operating committee approved the Zaniemysl prospect in Fences I for drilling, with the Polish Oil and Gas Company operating and FX Energy's share carried by CalEnergy Gas under the farmout; no spud date is given yet.

drilling progress report