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 2012securities registration● Neutral
GEORESOURCES INC amended an already-effective registration statement.
21 Aug 2012securities registration● Neutral
GEORESOURCES INC amended an already-effective registration statement.
21 Aug 2012listing compliance notice▼ Bad
GEORESOURCES INC withdrew a registration statement, abandoning the offering it covered.
9 Aug 2012quarterly activities report● Neutral
GEORESOURCES INC reported quarterly revenue of $68.3 million and net income of $20.7 million for the period ended 2012-06-30.
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.)
9 May 2012quarterly activities report● Neutral
GEORESOURCES INC reported quarterly revenue of $44.8 million and net income of $11.4 million for the period ended 2012-03-31.
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.
8 May 2012quarterly activities report● Neutral
GEORESOURCES INC reported quarterly revenue of $44.8 million and net income of $11.4 million for the period ended 2012-03-31.
4 May 2012substantial holder notice● Neutral
GeoResources, Inc disclosed a new substantial GEORESOURCES INC shareholding (60.90% of votes).
2 May 2012substantial holder notice● Neutral
Michael A. Vlasic, VILLCo Energy, L.L.C, VILLCo Services, L.L.C, VILLCo Management, L.L.C reported a GEORESOURCES INC shareholding of 3,019,893 shares (11.80% of votes) in a periodic institutional filing.
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.
14 Feb 2012securities registration● Neutral
GEORESOURCES INC filed the final prospectus for a registered offering.
14 Feb 2012substantial holder notice● Neutral
Wellington Management Company, LLP disclosed a new substantial GEORESOURCES INC shareholding (5.04% of votes).
9 Feb 2012substantial holder notice● Neutral
BlackRock, Inc disclosed a new substantial GEORESOURCES INC shareholding (6.83% of votes).
8 Feb 2012securities registration● Neutral
GEORESOURCES INC amended a filing by which it registered a securities offering with the SEC using its shelf eligibility.
22 Dec 2011securities registration● Neutral
GEORESOURCES INC registered a securities offering with the SEC using its shelf eligibility.
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.
9 Nov 2011quarterly activities report● Neutral
GEORESOURCES INC reported quarterly revenue of $37.1 million and net income of $9.4 million for the period ended 2011-09-30.
7 Nov 2011quarterly activities report● Neutral
GEORESOURCES INC reported quarterly revenue of $37.1 million and net income of $9.4 million for the period ended 2011-09-30.
12 Oct 2011substantial holder notice● Neutral
Michael A. Vlasic, VILLCo Energy, L.L.C, VILLCo Services, L.L.C, VILLCo Management, L.L.C reported a GEORESOURCES INC shareholding of 3,006,893 shares (11.80% of votes) in a periodic institutional filing.
7 Oct 2011quarterly activities report● Neutral
GEORESOURCES INC reported quarterly revenue of $37.1 million and net income of $9.4 million for the period ended 2011-09-30.
10 Aug 2011quarterly activities report● Neutral
GEORESOURCES INC reported quarterly revenue of $30.9 million and net income of $8.9 million for the period ended 2011-06-30.
8 Aug 2011quarterly activities report● Neutral
GEORESOURCES INC reported quarterly revenue of $30.9 million and net income of $8.9 million for the period ended 2011-06-30.