5 Mar 2009securities registration● Neutral
GEORESOURCES INC filed the final prospectus for a registered offering.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
5 Feb 2009securities registration● Neutral
GEORESOURCES INC filed the final prospectus for a registered offering.
23 Jan 2009securities registration● Neutral
GEORESOURCES INC amended a filing by which it registered a securities offering with the SEC using its shelf eligibility.
12 Dec 2008substantial holder notice● Neutral
VILLCo Energy, L.L.C, VILLCo Investment Services, L.L.C, VILLCo Management, L.L.C, Michael A. Vlasic disclosed a new substantial GEORESOURCES INC shareholding (29.60% of votes).
25 Nov 2008securities registration● Neutral
GEORESOURCES INC registered a securities offering with the SEC using its shelf eligibility.
26 Aug 2008substantial holder notice● Neutral
Vlasic FAL, L.P., a Texas limited partnership, Michael A. Vlasic, Frank A. Lodzinski, VL Energy, L.L.C., a Texas limited liability company disclosed a new substantial GEORESOURCES INC shareholding (29.60% of votes).
30 July 2008securities registration● Neutral
GEORESOURCES INC filed the final prospectus for a registered offering.
11 July 2008securities registration● Neutral
GEORESOURCES INC filed the final prospectus for a registered offering.
30 June 2008securities registration● Neutral
GEORESOURCES INC registered a securities offering with the SEC using its shelf eligibility.
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.
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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.
13 Aug 2007securities registration● Neutral
GEORESOURCES INC filed the final prospectus for a registered offering.
24 July 2007securities registration● Neutral
GEORESOURCES INC registered a securities offering with the SEC using its shelf eligibility.
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).
27 Apr 2007substantial holder notice● Neutral
Collis P. Chandler, III, Chandler Energy, LLC disclosed a new substantial GEORESOURCES INC shareholding (11.30% of votes).
26 Apr 2007substantial holder notice● Neutral
Vlasic FAL, L.P., a Texas limited partnership, Michael A. Vlasic, Frank A. Lodzinski disclosed a new substantial GEORESOURCES INC shareholding (38.60% of votes).
25 Apr 2007director interest notice● Neutral
Jay Frederick Joliat became a GEORESOURCES INC director and company insider (initial ownership filing).
25 Apr 2007director interest notice● Neutral
Michael Andrew Vlasic became a GEORESOURCES INC director and company insider (initial ownership filing).
25 Apr 2007director interest notice● Neutral
Francis Michael Mury became a GEORESOURCES INC Executive VP & COO and company insider (initial ownership filing).
25 Apr 2007director interest notice● Neutral
Fal L.P. Vlasic became a GEORESOURCES INC 10%+ owner and company insider (initial ownership filing).
25 Apr 2007director interest notice● Neutral
Christopher William Hunt became a GEORESOURCES INC director and company insider (initial ownership filing).
25 Apr 2007director interest notice● Neutral
Frank Alan Lodzinski became a GEORESOURCES INC President & CEO and company insider (initial ownership filing).