Each one in plain English, with the numbers worked through for a shareholder.
19 Jan 2010substantial holder notice● Neutral
Palo Alto Investors, Inc, Palo Alto Investors, LLC, William Leland Edwards, Anthony Joonkyoo Yun, MD, Palo Alto Small Cap Master Fund, L.P, Palo Alto Small Cap Fund, L.P reported a GASTAR EXPLORATION, INC. shareholding of 4,702,744 shares (9.40% of votes) in a periodic institutional filing.
Palo Alto Investors, Inc, Palo Alto Investors, LLC, William Leland Edwards, Anthony Joonkyoo Yun, MD, Palo Alto Small Cap Master Fund, L.P, Palo Alto Small Cap Fund, L.P reported a GASTAR EXPLORATION, INC. shareholding of 4,702,744 shares (9.40% of votes) in a periodic institutional filing.
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).
Palo Alto Investors, Inc, Palo Alto Investors, LLC, William Leland Edwards, Anthony Joonkyoo Yun, MD, Palo Alto Small Cap Master Fund, L.P, Palo Alto Small Cap Fund, L.P reported a GASTAR EXPLORATION, INC. shareholding of 4,702,744 shares (9.40% of votes) in a periodic institutional filing.
Palo Alto Investors, Inc, Palo Alto Investors, LLC, William Leland Edwards, Anthony Joonkyoo Yun, MD, Palo Alto Small Cap Master Fund, L.P, Palo Alto Small Cap Fund, L.P reported a GASTAR EXPLORATION, INC. shareholding of 4,702,744 shares (9.40% of votes) in a periodic institutional filing.
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.
Palo Alto Investors, Inc, Palo Alto Investors, LLC, William Leland Edwards, Anthony Joonkyoo Yun, MD, Palo Alto Small Cap Master Fund, L.P, Palo Alto Small Cap Fund, L.P disclosed a new substantial GASTAR EXPLORATION, INC. shareholding (17.40% of votes).
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.
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.
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.
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.
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.