5 Mar 2014listing compliance notice▼ BadMajor
GASTAR EXPLORATION, INC. 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.
14 Feb 2014listing compliance notice● NeutralMajor
GASTAR EXPLORATION, INC.'s exchange filed to remove a class of its securities from listing.
14 Feb 2014listing compliance notice● Neutral
On February 14, 2014 NYSE MKT filed a form (25-NSE/A) relating to the common shares of Gastar Exploration Ltd., the old Alberta-era shares. The filing text gives no reason or detail; an inference is that it is administrative cleanup tied to the earlier Delaware move and planned merger, and it does not by itself say shareholders lose their position.
16 Dec 2013business combination● Neutral
The final version of the proxy was filed December 16, 2013, for the January 22, 2014 special meeting on merging the parent into Gastar Exploration USA at one share for one share. It adds the November 29, 2013 record date detail already planned, a December 13 closing price of $5.28, and a mailing date of about December 20. It is the finalized version of the earlier draft, and a majority of outstanding shares must approve it.
2 Dec 2013business combination● NeutralMajor
In a preliminary proxy filed December 2, 2013, Gastar proposed merging the parent company into its subsidiary Gastar Exploration USA to remove the holding-company layer, with a special meeting set for January 22, 2014. Shareholders would receive one share of the subsidiary for each share held, the merger is generally tax-free for US holders, the Series A and Series B preferred stock would stay outstanding, and the ticker GST on NYSE MKT would stay the same. This is a draft; the closing price and mailing date were left blank.
15 Nov 2013asset acquisition disposition● NeutralMajor
On November 14, 2013 Gastar completed moving its legal home from Alberta, Canada to Delaware and renamed itself Gastar Exploration, Inc. Each old common share converted automatically into one new share (par value $0.001), and the stock keeps trading on NYSE MKT under GST. This follows shareholder approval on August 1, 2013, and the filing describes it as a change of legal structure, not a change to the business.
15 June 2011material agreement● NeutralMajor
On June 14, 2011 the Amegy bank credit agreement was amended (Third Amendment) so the operating subsidiary, Gastar Exploration USA, can issue 8.625% Series A Cumulative Preferred Stock and pay dividends on it (cash dividends capped at $10 million a year, and only if no default exists and unused borrowing room is at least 10% of the borrowing base). The company also announced a public offering of 600,000 preferred shares ($25.00 liquidation preference each), with proceeds intended to repay revolver borrowings used for capital spending. This is a new way of raising money, in addition to the revolver, and the preferred ranks ahead of common shareholders for payments.
2 June 2011production update● NeutralMajor
In a June 2, 2011 operational update, Gastar said it finished drilling two horizontal Marcellus wells (Wengerd 1H and 7H, 50% working interest), with fracturing from mid-June and first production expected by early August. It plans a 2011 Marcellus budget of $141M gross, of which Gastar contributes $19M thanks to the Atinum carry. In East Texas, the Belin #2 well is producing only about 1 MMCFD gross from two lower Bossier zones, which the CEO called disappointing, while Belin #3 is drilling and no other Bossier wells are planned for 2011. The earlier plan for multiple further Bossier wells is thus pared back, and the Marcellus becomes the focus.
20 Dec 2010asset acquisition disposition▲ GoodMajor
Gastar completed on December 17, 2010 the Marcellus acquisition agreed November 5, 2010, paying about $29.1M for ~62,000 net acres in West Virginia (about 17,000 held by production), a 41-mile gathering pipeline, a salt water disposal well and five conventional gas wells producing ~500 Mcf/day gross. Management says Gastar now holds roughly 80,000 net Marcellus acres and plans two horizontal wells on the new acreage in 2011. This is the purchase the December share offering was meant to fund.
8 Dec 2010material agreement● NeutralMajor
Gastar agreed on December 7, 2010 to sell 12,000,000 new common shares at $4.00 each through underwriters led by Johnson Rice, with a 30-day option for up to 1,800,000 more; net proceeds are about $45.6M if the option is not used, and closing is expected December 13, 2010. The company says it will use the money for a $28.8M Marcellus leasehold purchase and part of the $18M ClassicStar settlement payment (the rest from cash on hand or revolver borrowings). Existing shareholders are diluted by the new shares (the filing gives no share count after the offering).
5 Nov 2010asset acquisition disposition▲ GoodMajor
The Atinum Marcellus joint venture announced on September 21, 2010 closed on November 1, 2010. Atinum paid about $30.0M cash for an initial 21.43% of Gastar's ~34,200 net West Virginia/Pennsylvania Marcellus acres and a 50% working interest in 16 producing shallow wells and one non-producing vertical Marcellus well. A further $40.0M comes as a drilling carry, after which Atinum reaches 50% (about $70M total value); a post-closing title review could adjust the price. This resolves the open closing question; the filing also says the first operated horizontal well, the Wengerd #1 in Marshall County, WV, has been spudded, and an agreement to pool acreage in Butler County, PA with another operator is in place.
2 Nov 2010material agreement▼ BadMajor
Effective November 1, 2010 Gastar signed a settlement of the seven ClassicStar Mare Lease lawsuits with the ClassicStar Chapter 7 trustee. If the Kentucky bankruptcy court approves (hearing expected on or after November 19, 2010), Gastar will pay $21.15M in cash: $18.0M within 10 business days of approval, plus $3.15M in 16 monthly payments. Gastar admits no liability and says it settled to avoid the risk and expense of litigation.
30 Sept 2010production update▲ Good
Gastar reported that Streater #1 (100% working interest before payout) was completed in a single middle Bossier zone and is producing about 10.3 MMCFD gross at about 8,900 psi flowing casing pressure. It plans at least two more Bossier completions once pressure in this zone declines. This resolves the open question on the Streater #1 test result.
24 Sept 2010material agreement▲ GoodMajor
On September 21, 2010 Gastar's subsidiary agreed to assign Atinum Marcellus I LLC (a Korean investment firm affiliate) an initial 21.43% of its Marcellus Shale assets (~34,200 net acres in West Virginia and Pennsylvania) for $70M: $30M cash at closing and $40M over time as a drilling carry. Atinum would end up with 50% once the carry is funded. Closing is expected in 30-45 days, subject to Korean government approvals. This turns the Marcellus plan noted earlier (one well in 2010, up to 17 gross wells in 2011) into a partnered program with a minimum of 12 horizontal wells in 2011 and 24 in each of 2012 and 2013, and Gastar remains operator.
11 Aug 2010production update▲ Good
Gastar reported that the Streater #1 middle Bossier well in East Texas was drilled to 17,800 feet and found about 83 net feet of pay in the middle and upper Bossier. It plans three initial completions, with the first expected online by end of September, at a projected cost of about $9.0M. The company holds 100% working interest before payout. This follows the earlier drilling update, when the well was still being drilled.
29 July 2010financial restatement● NeutralMajor
Gastar said its first-quarter 2010 results (10-Q filed May 6, 2010) should no longer be relied on, because hedge contract receivables had wrongly been netted against premiums payable. Restated, Q1 net income rises from $27 thousand to $9.39 million ($0.19 per share) and shareholders' equity from $165.6M to $175.0M. The filing says operating cash flow ($7.37M) is unchanged, and the error is an accounting presentation matter rather than new cash.
8 July 2010production update▲ Good
In a July 8, 2010 drilling update, Gastar reported initial gross rates of 8.6 MMCFD (B-6 zone) and 10.7 MMCFD (B-5 zone) on the Donelson #4 well (67% working interest), and said Belin #1 has been back on production since June 21 at 7.5 MMCFD gross (50% working interest). It drilled and completed the Wildman #6H Glen Rose well but is withholding results, and is drilling Streater #1. Plans mentioned: testing Eagle Ford shale on Hilltop acreage, one more lower Bossier well, one operated Marcellus well later in 2010, and up to 17 gross horizontal Marcellus wells in 2011. This confirms the Belin #1 recovery mentioned in the June credit amendment.
28 June 2010material agreement▼ BadMajor
On June 24, 2010 Gastar amended its Amegy revolver to allow more hedging (up to 80% of proved developed producing reserves, with limits on floors and protective spreads removed). The same amendment cut the borrowing base from $47.5M to $40.0M, which the filing ties primarily to the delay in returning the Belin #1 well in Hilltop to production after re-completion attempts. The company says Belin #1 is now back on production from all prior zones plus three newly completed ones. This reverses the borrowing base level set in October 2009.
13 Jan 2010material agreement termination▲ Good
On January 8, 2010 Gastar repaid the $17.0M Amegy term loan in full, paying about $17.1M including interest, 11 days before its January 19 maturity. This ends the second lien on the Gastar USA shares. Under the November amendment, the revolver's borrowing base should then return to $47.5M (inference from that amendment; this filing does not say so).
25 Nov 2009debt financing▲ GoodMajor
On November 20, 2009 Gastar took a $17.0M secured term loan from Amegy, due January 19, 2010, and used it with cash on hand to repay the remaining 9.75% convertible debentures, paying about $20.2M including interest and fees. Of the original $30.0M, $10.3M had been repaid early in Q3 2009 and $19.7M was outstanding at maturity. This resolves the debentures thread. The term loan is secured by a second lien on the shares of Gastar Exploration USA, and the revolver's borrowing base was cut from $47.5M to $30.5M until the term loan is repaid, then returns to $47.5M.
20 Nov 2009asset acquisition disposition● NeutralMajor
On November 16, 2009 Gastar sold all of its interest in the Hilltop Resort gas gathering system (20 miles of pipeline connected to 24 Gastar-operated wells in Leon and Robertson Counties, East Texas) for about $21.7M net: 70% to Hilltop Resort GS, LLC (a subsidiary of US Infrastructure LP) for about $19.1M, and 19% and 11% to working interest partners Navasota and Presco for $2.6M combined. Alongside the sale, Gastar signed a 15-year gas gathering agreement with minimum quarterly volumes covering its production in the area, so it still pays to move its gas through the system it sold. Management says the cash adds liquidity for East Texas and Marcellus drilling.
3 Nov 2009material agreement▲ GoodMajor
On October 28, 2009 Gastar's US subsidiary signed an amended and restated credit agreement with Amegy Bank and other lenders, replacing the 2007 Amegy facility with a revolver that has an initial $47.5M borrowing base and matures January 2, 2013. The press release says nothing is borrowed except a $100,000 letter of credit. It adds a minimum interest coverage test (the filing text words it as a ratio 'less than 2.50 to 1.00', while the press release says 'at least 2.50:1.00'), and drops the cap on general and administrative expenses and the cash-reserve requirement for interest payments. This answers the open question about the Amegy revolver: it continues, on new and longer terms (maturity was Oct 15, 2009).
11 Aug 2009material agreement termination▲ GoodMajor
Holders tendered all US$100.0M of the 12¾% Senior Secured Notes on August 6, 2009, and on August 7 Gastar paid $108.7M to retire them in full and discharge the indenture, using Australian sale proceeds. This completes the buyback offer launched in July and removes the notes, which were due in 2012, and their lien and covenants.
3 Aug 2009security holder rights change● Neutral
The 1-for-5 reverse share split, approved by shareholders in June 2008, took effect at the opening of NYSE Amex trading on August 3, 2009. Every five shares became one; fractions are rounded up, option and warrant exercise prices are adjusted, and holders of physical certificates will get transmittal letters. This carries out the consolidation announced in July alongside the Australian sale; it does not itself change the value of holders' stakes.
16 July 2009asset acquisition disposition▲ GoodMajor
The Santos sale closed July 13, 2009: Gastar received about US$217M at closing (excluding taxes and expenses) of an approximate US$233M price, with about US$16M still awaiting government approvals and a possible extra US$16M on reserve certification. It used about US$27.5M of the roughly US$170.5M net proceeds to repay in full the Wayzata term loan (with the $2.5M premium) and US$13M outstanding on the revolving credit facility, and launched an offer to buy back all US$100M of 12¾% notes at 106.375% of par, expiring August 10, 2009. Left afterwards: the US$30M convertible debentures due November 2009 and $300,000 of subordinated notes. The price shown here (about US$233M) is lower than the US$240M in the July 2 filing; the filing does not explain the difference.
6 July 2009material agreement▲ GoodMajor
On July 2, 2009 Gastar's subsidiaries agreed to sell all its Australian assets (PEL 238, 433 and 434 plus its 35% stake in the Wilga Park Power Station via Gastar Power) to Santos for about US$240M, with about US$224M due at closing (expected July 10) and US$16M later on government approvals. A further US$16M is payable if PEL 238 certified 2P reserves reach 1.3 Tcf at end-2009, and the up-to-US$10M farm-in payment right is kept. Gastar expects about US$175M after-tax and plans to repay the bank debt, the US$25M term loan (plus $2.5M premium) and the US$30M debentures, then offer to buy back the 12¾% notes at 106.375%; it also announced a planned 1-for-5 reverse share consolidation and voluntary TSX delisting. This resolves the debt-maturity and covenant worries in the context by selling the Australian CSG position.
21 May 2009material agreement● NeutralMajor
Gastar signed an underwriting agreement on May 19, 2009 with Johnson Rice & Company to sell 36,500,000 new common shares at $0.40 each, with a 30-day option for up to 5,475,000 more. Net proceeds are about $13.8M (before any extra shares), for working capital and general corporate purposes including announced 2009 capital spending; closing expected May 22, 2009. This completes the share offering whose prospectus supplements were filed May 19-20, and it adds new shares, diluting existing holders.
20 Feb 2009debt financing▼ BadMajor
On February 16, 2009, after noteholder consent, Gastar amended the indenture for its 12¾% notes so it could take a new $25 million secured term loan from Wayzata-led lenders, drawn February 17 at a fixed 20% interest, maturing February 15, 2012, with prepayment premiums. East Texas sale proceeds must first repay the bank facility and the term loan, with remaining proceeds going to redeem the notes. Amegy also waived a breach of the 1.0:1.0 current assets to current liabilities covenant, effective only to the end of the next fiscal quarter. The filing warns there is no assurance the ratio will be met later, which could mean default and cross-default on the notes. The bank maturity (Oct 15, 2009) auto-extends to Dec 1, 2010 if Gastar shows it can repay or refinance its $30 million 9.75% convertible debentures due Nov 20, 2009.
13 June 2008capital raising announcement▲ GoodMajor
On June 12, 2008 Gastar settled all disputes and litigation with GeoStar, the seller of its East Texas properties, which had claimed 1.7 billion new Gastar shares under 'look back' provisions. Gastar pays about $25.7 million in cash from existing balances and issues a warrant for 10 million shares ($2.75 if East Texas is sold for over $500 million by June 11, 2011; otherwise $3.00 in a six-month window from that date). GeoStar assigns its West Virginia and Pennsylvania interests to Gastar, while Gastar gives up EL 4416 and EL 4968 in Australia's Gippsland Basin and keeps its 35% of PEL 238. The company's press release says this removes uncertainty about potential dilution of existing shareholders.
11 June 2008material agreement● Neutral
On June 6, 2008 Gastar signed a waiver and first amendment to its Amegy Bank credit agreement (effective April 1, 2008). It widens how much the company can hedge by counting all proved developed reserves in the 75% cap, plus other administrative changes. It is a modest tweak to the November 2007 bank facility.