Each one in plain English, with the numbers worked through for a shareholder.
7 July 2009material agreement● Neutral
On July 6, 2009 Gasco and its lenders signed a Fourth Amendment to the credit agreement, pushing the special borrowing base redetermination from about June 30 to about August 31, 2009. Any shortfall found would have 30 days to cure. This continues the credit-facility amendments.
On June 25, 2009 NYSE Amex told Gasco it fails continued listing standards: stockholders' equity under $2M with losses in two of the last three years, and under $4M with losses in three of the last four. Gasco must submit a compliance plan by July 27, 2009 to regain compliance by December 27, 2010, or face delisting procedures.
On May 14, 2009 Gasco signed a Third Amendment to its JPMorgan credit agreement. The borrowing base was cut from $45M to $35M, leaving about $9M over the limit, which Gasco repaid using $8.5M from monetizing hedges (sold May 7) plus cash on hand. Pricing rose (LIBOR floor of 2.00%, higher margins), required collateral coverage went up, and Gasco must hire a financial consultant by May 29, 2009. It also re-hedged part of its production for June 2009 to March 2011, and a further special redetermination of the borrowing base is set for about June 30, 2009. This reverses the Dec 2008 expansion of the facility.
On December 10, 2008 Gasco and JPMorgan Chase signed a Second Amendment to the March 2006 credit agreement. Maturity moves from March 29, 2010 to March 29, 2011, the interest pricing grid rises by 0.25%, the leverage covenant now uses trailing four quarters of EBITDAX, and Guarantee Bank and Trust joins as a lender with $5.0M of the now-$45.0M borrowing base. This continues the bank facility, whose borrowing base was $17M at signing.
On September 26, 2008 Gasco dismissed Hein & Associates, its auditor since 2004, and on September 29 engaged KPMG to audit 2008. Both the audit committee and the full board approved. Hein's 2006 and 2007 reports were clean, with no disagreements or reportable events.
On November 2, 2007 Gasco filed Amendment No. 2 to its S-4 for the Brek merger. The merger is still pending: the Brek meeting date is still blank, and the merger agreement is described as amended on Jan 31, May 29 and Oct 22, 2007. Brek holders would get up to 11,000,000 Gasco shares. As of Oct 31, 2007 Brek had 80,910,562 shares and no options. Assuming about 817,000 more Brek shares are issued to CEO Richard Jeffs for entering the escrow agreement, the ratio is about 0.1346 Gasco share per Brek share, down from about 0.1375 in the prior amendment.
On October 22, 2007 Gasco and Brek signed a third amendment extending the optional termination date of the merger agreement from October 31, 2007 to December 31, 2007. The Brek merger remains unclosed.
On October 18, 2007 Gasco amended its S-4 for the Brek merger. The exchange ratio is now about 0.1375 Gasco share per Brek share, since 79,973,062 Brek shares are outstanding and no Brek options remain. The total is still up to 11,000,000 Gasco shares, the meeting date is still blank, and the contents list now includes a spin-off of Brek assets as a closing condition (the excerpt does not describe it).
On July 6, 2007 Gasco filed the Form S-4 registering up to 11,000,000 shares to be issued to Brek holders in the merger; the Brek shareholder meeting date is not yet set. It states Brek holders would get about 0.1369 Gasco share per Brek share (79,973,062 Brek shares outstanding plus 37,000 option shares) and cites a Brek price of $0.19 per share on the Gray Market. This is the registration step the September 2006 merger agreement called for.
On May 29, 2007 Gasco and Brek signed a second amendment moving the optional termination date for the Brek merger from May 31, 2007 to October 31, 2007. The deal is still pending and the deadline has been extended a second time.
On January 31, 2007 Gasco and Brek amended the merger agreement to push the optional termination date from January 31, 2007 to May 31, 2007. The merger has not closed, and this simply gives more time.
On September 20, 2006 Gasco agreed to acquire Brek Energy, its partner in the undeveloped Riverbend acreage (25% working interest and the 5% option), by issuing 11 million Gasco shares for all Brek shares on a fully diluted basis. Closing needs Brek shareholder approval, an effective Form S-4 and other customary conditions; Brek may owe Gasco a $1.0M termination fee plus up to $1.0M of expenses in some terminations. Six Brek stockholders signed a voting agreement to back the deal, and Brek's CEO (about 18% holder) will put 550,000 of the Gasco shares he receives into escrow for warranty claims.
On August 14, 2006 Gasco bought working interests in producing and non-producing Utah oil and gas properties and about 21 miles of gathering pipeline from Dominion Exploration & Production for $4,875,000 cash plus production settlement, subject to later adjustments. The wells (24) produce 850 Mcfe/d gross and 680 Mcfe/d net, and the deal brought about 1.6 billion cubic feet equivalent of proved reserves; the filing says it has a negligible effect on net acreage. The company is still deciding whether it must file financial statements for the acquired properties.
On March 29, 2006 Gasco signed a $250 million credit agreement with JPMorgan Chase as agent, secured by its subsidiaries' stock and mortgages on substantially all its oil and gas properties. The borrowing base is initially $17 million, nothing was borrowed at signing, and principal is due March 29, 2010. It carries financial covenants (current ratio and senior debt to EBITDAX) and limits on other debt, asset sales and dividends. This adds a bank facility alongside the 2004 convertible notes.
Amaranth LLC, Amaranth Advisors L.L.C, Nicholas M. Maounis reported a GASCO ENERGY INC shareholding of 6.50% of votes in a periodic institutional filing.
Amaranth LLC, Amaranth Advisors L.L.C, Nicholas M. Maounis reported a GASCO ENERGY INC shareholding of 9.70% of votes in a periodic institutional filing.
Amaranth LLC, Amaranth Advisors L.L.C, Nicholas M. Maounis reported a GASCO ENERGY INC shareholding of 9.70% of votes in a periodic institutional filing.