31 Aug 2012listing compliance notice▼ BadMajor
GEORESOURCES INC deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
21 Aug 2012listing compliance notice▼ Bad
GEORESOURCES INC withdrew a registration statement, abandoning the offering it covered.
7 Aug 2012business combination● NeutralMajor
The Halcón merger closed on August 1, 2012. Each GeoResources share was cancelled and converted into $20.00 in cash plus 1.932 Halcón shares; Halcón paid about $525.7 million in cash and issued about 51.3 million shares. GeoResources became a wholly owned Halcón subsidiary, was then merged into Leopard Sub II and renamed Halcón Geo Holdings LLC, and now guarantees Halcón's 9.75% senior notes due 2020. Nasdaq trading was suspended and a Form 25 delisting application was filed. The company says it intends to file a Form 15 to end its reporting obligations. All GeoResources directors resigned, and Lodzinski, Ehler and Mury left the company, while Robert Anderson (Executive Vice President and COO) stayed as an officer. Floyd Wilson, Mark Mize and Stephen Herod took over the board. Warrants were assumed by Halcón and converted into warrants for the same merger consideration; options vested in full and RSUs settled. This resolves the merger thread begun on April 24, 2012.
1 Aug 2012listing compliance notice● NeutralMajor
GEORESOURCES INC's exchange filed to remove a class of its securities from listing.
18 July 2012business combination● Neutral
On July 16, 2012 the defendants agreed, subject to court approval, to settle one of the shareholder class actions challenging the Halcón merger (the Colorado federal case, Yost v. GeoResources). In return GeoResources and Halcón will give shareholders extra disclosures about the merger. The filing says the settlement does not change the merger consideration or the July 31, 2012 vote date. No agreement has been reached with plaintiffs in the other suits (Harris County, Texas and Denver), which also seek to block the merger. This continues the merger thread.
28 June 2012business combination● Neutral
On June 28, 2012 GeoResources and Halcón jointly announced the record and meeting dates for their shareholder votes on the merger: holders of record at the close of business on June 18, 2012 can vote, and both special meetings are on July 31, 2012 at 10:00 a.m. in Houston. The filing also says the SEC declared Halcón's registration statement effective on June 27, 2012. This continues the Halcón merger thread; the terms are unchanged and the vote has not yet happened.
27 June 2012business combination● NeutralMajor
GeoResources filed its definitive joint proxy statement with Halcón for the merger. Both companies' shareholder meetings are set for 10:00 a.m. on July 31, 2012 in Houston. GeoResources holders will vote on adopting the merger agreement (needs a majority of outstanding shares), an advisory vote on executive merger-related pay, and a possible adjournment. The board unanimously recommends voting for all three. Each share would receive $20.00 in cash plus 1.932 Halcón shares, fixed regardless of share price moves. Halcón holders will also vote on electing Michael Vlasic, a GeoResources director, to Halcón's board if the merger closes. This moves the merger toward a vote, but the vote has not happened yet.
25 June 2012business combination● Neutral
On June 25, 2012 GeoResources sent a notice to its warrant holders (including the June 2008 placement warrants) explaining that unexercised warrants will be assumed by Halcón and converted into Halcón warrants for stock and cash. Holders can instead exercise before the merger takes effect, which the notice expects in late July or early August 2012, and receive the merger consideration of $20.00 plus 1.932 Halcón shares per share. It also notes Halcón filed an amended Form S-4 with a preliminary joint proxy statement on June 25, 2012. This continues the Halcón merger thread. (Linking the notice to the 2008 warrants is an inference.)
8 May 2012business combination● Neutral
On May 7, 2012 GeoResources postponed its 2012 annual shareholder meeting, originally set for June 6, 2012, because of the pending Halcón merger. A new date will be announced later. This is a procedural consequence of the merger agreement and does not change its terms.
25 Apr 2012business combination▲ GoodMajor
On April 24, 2012 GeoResources agreed to be acquired by Halcón Resources: each GeoResources share would get $20.00 in cash plus 1.932 Halcón shares, fixed regardless of share price changes. GeoResources would become a wholly owned Halcón subsidiary and then be merged into another Halcón subsidiary. Closing needs both companies' shareholder votes, regulatory approvals and an effective registration statement; GeoResources owes a termination fee of about $27.8 million (about 2.75% of the merger consideration) under specified circumstances. Officers and directors holding about 17.1% have agreed to vote in favour, and CEO Lodzinski signed a six-month non-compete that takes effect on closing. This is a new thread that, if completed, would end shareholders' stand-alone position (the outcome is not yet decided, so no equity treatment is assigned).
9 Apr 2012material agreement● Neutral
On April 3, 2012 GeoResources signed standard indemnification agreements with its current directors and named executive officers, under which it will indemnify them and advance their expenses to the fullest extent the law allows. The filing names ten people, including Lodzinski, Vlasic, Anderson, Joliat, Seaman, Voller, Whelley, Ehler, Merrifield and Mury. It is a governance document and carries no figures.
15 Nov 2011material agreement▲ GoodMajor
On November 9, 2011 GeoResources signed a Third Amended and Restated Credit Agreement with Wells Fargo as agent: a $450.0 million five-year revolving facility with a $180.0 million initial borrowing base, maturing November 9, 2016. It replaces the $250.0 million July 2009 facility, with interest at LIBOR plus 1.75-2.75% (cheaper than the 2.25-3.0% before). The interest coverage covenant is no longer listed; current ratio (at least 1.0) and funded debt/EBITDAX (at most 4.0) remain, along with the Lodzinski-succession default.
19 Jan 2011material agreement● NeutralMajor
On January 12, 2011 GeoResources agreed to a public offering of 6,164,000 shares at $25.00, completed January 19, 2011: 5,175,000 sold by the company and 989,000 by selling shareholders VILLCo Energy and Chandler Energy (linked to directors Vlasic and Collis Chandler). The company expects about $122.6 million net proceeds, with about $87.0 million to repay its credit facility in full and the rest for Bakken and Eagle Ford drilling, leasehold and general purposes. The new shares dilute existing holders.
24 July 2009asset acquisition disposition● Neutral
This amendment adds the required financial statements for the Giddings Field properties bought from SBE Partners LP on May 29, 2009, repeating the deal terms ($48.4 million, partnership share 2% to 30%). The properties had oil and gas sales of $30.5 million in 2008 (versus $17.0 million in 2007), with revenue exceeding direct operating expenses by $26.1 million in 2008, and sales of $3.3 million in Q1 2009 versus $6.5 million in Q1 2008. The notes say the properties are 36.2% of those held by the partnership, at $49.3 million. The filing also says pro forma statements are included, but their figures are not in the text provided. This completes the follow-up promised in the June 4 filing.
17 July 2009material agreement● NeutralMajor
On July 13, 2009 GeoResources signed a Second Amended and Restated Credit Agreement, raising its revolving facility to up to $250.0 million (from $200M) with an initial borrowing base of $135.0 million and maturity extended to October 16, 2012. Interest is LIBOR plus 2.25-3.0% (previously LIBOR plus 1.50-2.25%), so borrowing is more expensive, and the same financial covenants and Lodzinski-succession default carry over. This replaces the October 2007 Wachovia facility, now with a lender group led by Wachovia as agent; the filing notes Wells Fargo acquired Wachovia on December 31, 2008.
4 June 2009asset acquisition disposition● NeutralMajor
On May 29, 2009 GeoResources, through its subsidiary Catena, bought producing Giddings Field (Grimes and Montgomery Counties, Texas) interests from its affiliated partnership SBE Partners LP for $48.4 million cash, funded by borrowing on its revolving credit facility. This lifts its partnership share in SBE Partners from 2% to 30% and its direct working interests from 6.5-7.8% to 34-37%, building on the Giddings partnership with GE from early 2007. The filing also furnishes press releases saying a Bakken Shale acquisition closed May 20, 2009 (net cost about $10.4 million, a 15% interest in about 60,000 net acres, via the existing Slawson joint venture), and that borrowings for the two deals totalled $58.0 million. Financials for the acquired properties were promised by amendment.
11 June 2008capital raising announcement● NeutralMajor
On June 5, 2008 GeoResources agreed to sell 1,533,334 restricted shares at $22.50 each, plus five-year warrants for 613,336 shares at $32.43, to non-affiliated accredited investors for $34.5 million gross; the deal closed June 9, 2008. Wachovia Capital Markets, the placement agent, was paid about $1.7 million. The company must file a resale registration statement by July 9, 2008, and the warrants cannot be exercised until six months after closing. This adds new shares (and potential warrant shares), which dilutes existing holders; the filing does not state what the proceeds will be used for.
What it means for a shareholder
613,336 new shares at $32.43 to raise about $34.5m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Create a free account to see this worked out for your own holding.
5 June 2008material agreement▲ GoodMajor
On May 30, 2008 GeoResources agreed, through a new partnership OKLA Energy Partners, LP, to buy producing Oklahoma oil and gas properties from B&W Operating, L.L.C. and others for $60.5 million cash, subject to closing adjustments. GeoResources' subsidiary takes 18% and OKLA 82%; OKLA is owned 98% by a GE unit as limited partner and 2% by GeoResources' subsidiary Catena as general partner, and GeoResources will fund about $13.0 million with cash. The properties have over 200 producing wells and over 90 mostly proved undeveloped drilling locations, with production about 90% natural gas; closing was expected in the first week of June. This is a third partnership with GE Energy Financial Services, following the Giddings field deal in early 2007 and the earlier Gulf Coast partnership whose LP interest GeoResources bought in October 2007.
19 Feb 2008drilling progress report● Neutral
On February 15, 2008 GeoResources raised its 2008-2009 capital budget to $61.5 million from the previously announced $40.0 million, including spending tied to an affiliated institutional partnership. The money is split across Southern and Northern districts, including $9.0 million for Bakken Shale drilling and $7.8 million for exploratory drilling, and covers 29 wells with assigned proved undeveloped reserves, 15 Bakken Shale wells and two exploratory wells at Quarantine Bay, Louisiana. The company says the budget is subject to significant change and may be accelerated depending on cash flow and possible divestiture proceeds.
7 Dec 2007asset acquisition disposition● Neutral
This amended 8-K for the October 16, 2007 AROC Energy purchase and credit facility repeats the original description (same $91.1 million price, $96.0 million borrowed, $200 million facility) and adds the audited AROC Energy financial statements and unaudited pro forma financials the original had promised. The financial figures were in the truncated part and are not summarised here.
22 Oct 2007asset acquisition disposition● NeutralMajor
On October 16, 2007 GeoResources bought the 98% limited partner interest in AROC Energy, LP (it already held the 2% general partner stake) from TIFD III-X LLC for $91.1 million cash, plus $12.952 million to cancel the partnership's hedges. The assets are in Louisiana, the Gulf Coast, South Texas, the Permian Basin and the Black Warrior Basin, and the company plans to dissolve the partnership. It was funded with $8.052 million cash and $96.0 million borrowed under an amended and restated Wachovia credit facility, which raises the September 2007 facility to up to $200 million with a $110 million initial borrowing base, maturing October 16, 2010, so the earlier unknown drawn amount is now largely answered. The company says the deal roughly doubles reserves and production (acquired proved reserves 7.6 MMBOE, production 1,962 BOEPD, per company estimates), and it entered new four-year oil swaps and gas collars with Wachovia for 2008-2011. It also expects to sell some existing and acquired non-core properties.
2 Oct 2007debt financing● NeutralMajor
On September 26, 2007 GeoResources signed a senior secured revolving credit facility with Wachovia Bank (agent) and U.S. Bank of up to $100 million, with an initial borrowing base of $35 million, maturing September 26, 2010 and secured by substantially all assets. Interest is LIBOR plus 1.50%-2.0% or prime plus 0.5%-1.0%, with a 0.375% commitment fee. Covenants include a current ratio of at least 1.0, funded debt to EBITDA of no more than 4.0 and interest coverage of at least 3.0, and default triggers include a change of control or Lodzinski leaving as CEO without Wachovia approving a successor. Director Scott Stevens is a Principal of Wachovia Capital Partners, which owns 1,888,560 company shares and is part of the Wachovia group. The filing does not say whether any amount was drawn or whether this replaces the Southern Bay bank facility.
20 July 2007capital raising announcement● Neutral
On July 16, 2007 GeoResources sold 100,000 restricted shares at $7.19 each ($719,000) to directors Christopher Hunt and Jay Joliat (via his trust) and the Steven Weisberg trust. It also bought working interests worth about $1.0 million from officers and employees for about $856,000 cash and 30,406 restricted shares at $7.19. The company must file a resale registration statement for these shares by August 16, 2007. Insiders are on both sides of these deals.
10 July 2007auditor change● Neutral
On July 6, 2007 GeoResources dismissed its auditor Richey May & Co. and, effective July 10, hired Grant Thornton LLP. The company says the audit committee made the change to consolidate accounting in Houston, and reports no disagreements and no adverse or qualified opinions for 2005-2006. Richey May agreed with the statements except it could not confirm the audit committee approval or the Grant Thornton engagement statements.
22 June 2007business combination● Neutral
This is a duplicate copy of the June 22, 2007 amended 8-K, filed to add the Southern Bay and Chandler financial statements and pro forma information for the April 17, 2007 merger. It repeats the same merger terms (10,690,000 shares, about 73.4%, change of control) and adds no new facts beyond the other copy.
22 June 2007business combination● Neutral
This amended 8-K, per its own statement, mainly adds the financial statements of Southern Bay and Chandler and pro forma figures for the April 17, 2007 merger, and repeats the earlier description of the deal. It restates the 10,690,000 shares issued (about 73.4%), the change of control, the NASDAQ Global Market move on April 18, registration rights for 50 holders covering resale of those shares, and the 5,022,018 shares (34.4%) held by Vlasic FAL, L.P. It also notes 15,000 bonus shares to three former officers and 66,208 shares issued on option exercises by two employees. The financial figures were in the truncated part and are not summarised here.
31 May 2007asset acquisition disposition● NeutralMajor
On May 24, 2007 GeoResources sold the drilling rig and equipment of its Western Star Drilling subsidiary to Redhawk Drilling, LLC for $1.5 million: $1.0 million in cash plus a $500,000 note paid in two $250,000 installments (Nov 1, 2007 and May 1, 2008) at 7% interest, secured by the rig. The filing says this ends the company's drilling segment, and Redhawk agreed to supply drilling at standard day rates for 24 months or 24 wells. The attached press release also reports a second completed well in Montgomery County, Texas (14.5 MMCFPD initial rate, limited by pipeline capacity; company owns a 10% interest and is operator) and a first North Dakota well since the April merger (100% working interest, first production targeted mid-June).
23 Apr 2007business combination● NeutralMajor
The merger with Southern Bay and Chandler's business (via PICA) closed on April 17, 2007, resolving the pending deal. GeoResources issued 10,690,000 new shares (8,263,000 to Southern Bay's partners, 1,931,000 to Chandler's members, 496,000 for Colorado Yuma working interests), about 73.4% of its shares, so control changed. Vlasic FAL, L.P. received 5,022,018 shares (34.4%); the company now has Houston headquarters, new management, a NASDAQ Global Market listing (symbol GEOI) from April 18, and registration rights for the new holders. Southern Bay is treated as the accounting acquirer, so its history becomes the reported history.
17 Apr 2007listing compliance notice● NeutralMajor
GEORESOURCES INC's exchange filed to remove a class of its securities from listing.
23 Feb 2007business combination● Neutral
On February 16, 2007 all parties amended the merger agreement to move the termination date from March 31, 2007 to May 31, 2007. All other terms stay the same, giving more time to complete the merger.