15 May 2020listing compliance notice▼ BadMajor
Harvest Oil & Gas Corp. 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.
8 Oct 2019debt financing▲ GoodMajor
On Oct 4, 2019 Harvest replaced its $1.0 billion JPMorgan revolver, which was due to mature Feb 2021, with a much smaller $10.0 million revolver from Regions Bank at LIBOR plus 1.00%, maturing Oct 4, 2020. The board also declared a one-time $7.00 per share cash distribution, payable Oct 28, 2019 to holders of record on Oct 18, which the company expects to be a non-taxable return of capital. This delivers on the earlier plan to return Barnett proceeds to shareholders. The warrant exercise price falls from $37.48 to $30.48 as a result.
16 Sept 2019asset acquisition disposition● NeutralMajor
Harvest closed the Barnett Shale sale to Bedrock Production, LLC on Sept 10, 2019 for $63.5 million cash, below the $72.0 million headline price. The filing says this is net of preliminary adjustments, including a $6.4 million reduction for interests expected to transfer in a later closing in 2019. It also sold certain Mid-Continent properties to BCE-Mach II LLC on Sept 13 for $5.4 million, unwound hedges for $7.9 million, and saw its old credit facility's borrowing base cut to $50.0 million. The company is weighing dividends, distributions or buybacks of the proceeds, has a commitment letter with Regions Bank for a new revolver, and has started a strategic review (with Intrepid Partners) that could include selling the remaining assets or the whole company. This resolves the Barnett sale thread and confirms the earlier plan to return capital, though no outcome of the review is stated.
30 July 2019material agreement▲ GoodMajor
On July 29, 2019 Harvest agreed to sell substantially all its Barnett Shale interests to an unrelated buyer for $72.0 million (subject to adjustments), with closing expected in Q3 2019 and either side able to terminate if it has not closed by Sept 12, 2019. Subject to board approval, it plans to use the net proceeds to return capital to shareholders, a shift from the earlier sales whose proceeds went to repay the revolver. The buyer put $7.2 million in escrow. This continues the asset-sale programme.
8 Apr 2019asset acquisition disposition▲ GoodMajor
On April 2, 2019 Harvest completed the San Juan Basin sale to High River Resources, LLC for $37.2 million cash after adjustments, lower than the $42.8 million headline price in the February agreement. It used the proceeds plus cash on hand to repay $47.0 million of its revolver on April 3, leaving $8.0 million drawn as of April 8, 2019. The company expects the April 2019 borrowing base redetermination to cut the base, but expects it to remain above the amount drawn. This resolves the San Juan sale thread.
20 Feb 2019material agreement▲ GoodMajor
On Feb 13, 2019 Harvest agreed to sell all its San Juan Basin properties in New Mexico and Colorado, plus its EnerVest Mesa LLC interests, to an undisclosed buyer for $42.8 million (subject to adjustments), with closing expected in April 2019 and proceeds first going to reduce revolver borrowings. It also said it had sold all 4.2 million Magnolia shares received in the 2018 Central Texas sale for $51.7 million net, used to pay down the revolver, leaving $55 million outstanding as of Feb 14, 2019. This continues the asset-sale programme begun with the Magnolia deal.
7 Sept 2018asset acquisition disposition▲ GoodMajor
On Aug 31, 2018 Harvest closed the sale of oil and gas assets in 11 Central Texas counties (including Karnes County, acquired in Jan 2017) to Magnolia Oil & Gas under the Aug 20, 2018 agreement. It received $133.3 million in cash plus 4.2 million Magnolia shares (valued at $191.5 million in total at the Aug 31 closing price), and a separate Eagle Ford rights and Lee County production sale brought $3.5 million. The cash was used to repay $139.0 million of the bank revolver; the borrowing base fell to about $265 million and $139.0 million was drawn as of Sept 6, 2018. The company says it will keep exploring sales of non-core assets, and the proceeds may repay debt or return value to shareholders.
6 June 2018listing compliance notice● NeutralMajor
Harvest Oil & Gas Corp.'s exchange filed to remove a class of its securities from listing.
4 June 2018business combination● NeutralMajor
On June 4, 2018 the plan took effect and the company emerged from Chapter 11. EVEP's equity was cancelled, all its assets and operations were transferred to the new Harvest Oil & Gas Corp., and EVEP will be dissolved, with Harvest as successor reporting company. Harvest signed a new $1 billion reserve-based credit facility with JPMorgan as agent: initial borrowing base $325 million, about $297 million drawn at the effective date, maturing Feb 26, 2021. It also signed a registration rights agreement with certain noteholders and adopted a 2018 incentive plan reserving 689,362 shares. This completes the restructuring begun in March 2018.
18 May 2018bankruptcy or receivership▼ BadMajor
On May 17, 2018 the bankruptcy court confirmed the modified pre-packaged plan, with the effective date targeted on or before June 4, 2018. Under it, all outstanding units (49,368,869 as of May 10, 2018) are cancelled. Existing unitholders receive a pro rata share of 5% of the new stock plus five-year warrants for 8% (both subject to dilution by the management incentive plan, and the stock also by the warrants). Noteholders receive 95%, bank lenders get an amended facility, and existing funded debt and equity are extinguished. This resolves the confirmation thread.
10 May 2018listing compliance notice▼ BadMajor
The company withdrew its appeal of the NASDAQ delisting decision, citing continued listing requirements and the expected post-bankruptcy board composition. Trading on NASDAQ was to be suspended at the open on May 11, 2018, with units expected to trade on the OTC Pink Market from that day. The filing gives no assurance of OTC quotes or an efficient market. This resolves the delisting thread opened in April.
9 Apr 2018listing compliance notice▼ BadMajor
On April 3, 2018 NASDAQ told the company that, because of the Chapter 11 filing, its common units would be delisted, with trading suspended April 12 unless the company appealed. The company said it intended to appeal. This follows the earlier minimum bid price notices of 2017.
2 Apr 2018bankruptcy or receivership▼ BadMajor
On April 2, 2018 EV Energy Partners and its affiliates filed the pre-packaged Chapter 11 case in Delaware that the March 13 restructuring agreement called for. Every voting class accepted: 100% of bank lenders and over 99% of the noteholders who voted. The plan still gives noteholders 95% of the new stock and existing unitholders 5% plus five-year warrants for 8% (both subject to dilution), and it still needs court confirmation. The filing also says the bankruptcy accelerated the bank facility and the 8.0% notes, but enforcement is automatically stayed. It warns that trading in the units is highly speculative and that prices may bear little relationship to any recovery.
14 Mar 2018material agreement▼ BadMajor
On March 13, 2018 the company and its affiliates signed a Restructuring Support Agreement with holders of about 70% of the 8.0% senior notes, about 94% of the bank lenders, and EnerVest, to file a pre-packaged Chapter 11 by April 8, 2018 and finish by June 22, 2018. Under the plan, noteholders get 95% of the new stock, and existing unitholders get 5% of the new stock plus five-year warrants for 8% (both subject to dilution). Bank lenders get an amended facility, and unsecured creditors are paid in full or left unimpaired. Also, EnerVest's management fee was extended at $1,433,333.33 per month for 2018. The plan still needs bankruptcy court confirmation.
3 Jan 2018listing compliance notice▼ BadMajor
Because units kept trading below $1.00, on Dec 27, 2017 the company applied to move to the NASDAQ Capital Market and asked for another 180 days to regain compliance. It told NASDAQ it would do a reverse unit split if the bid price is not at least $1 for 10 straight business days in that period. It expects approval, which is not yet granted. This continues the July 2017 notice.
9 Nov 2017production update▼ Bad
Third quarter 2017 results: net loss of $17.9 million ($0.36 per unit), production of 167.1 Mmcfe/d (down 14% from a year earlier), and adjusted EBITDAX of $17.0 million. Total debt was $606 million ($263 million on the credit facility and $343 million of senior notes due 2019) with liquidity over $65 million. This confirms the $325 million borrowing base, and the next redetermination is April 2018. Drilling updates covered Austin Chalk, Karnes County and Barnett wells, and new crude and propane hedges were added.
25 Oct 2017material agreement▼ BadMajor
On Oct 23, 2017 the tenth credit facility amendment cut the borrowing base from $375 million to $325 million. It also requires more collateral: mortgaged properties rise from 85% to 95% (and 98% within 15 days), and the security now covers all personal property. The filing does not say why.
19 July 2017listing compliance notice▼ BadMajor
On July 17, 2017 NASDAQ notified the company that its units had closed below the $1.00 minimum bid price for 30 consecutive business days. Trading is unaffected for now, and the company has until Jan 15, 2018 to get back above $1.00 for 10 consecutive business days.
4 Apr 2016material agreement▼ BadMajor
On April 1, 2016 the borrowing base was cut from $625 million to $450 million, reversing the October 2015 increase. The ninth amendment also extends covenant relief to Jan 1, 2018, adds a minimum interest coverage test, raises interest margins and the commitment fee, caps cash held, and lets the company use up to $35 million of cash to redeem senior notes (reduced by any 2016 distributions). The CEO calls the cut in line with expectations and says liquidity is over $200 million; new hedges were added, including 2017 gas swaps of 10,950 Mmmbtu at $2.74.
15 Oct 2015material agreement▲ GoodMajor
On Oct 8, 2015 the credit facility's borrowing base was raised from $500 million to $625 million, ahead of the April 2016 redetermination the company had said was next. The amendment also set a 3.0x cap on senior secured debt to EBITDAX through Dec 31, 2016, set stepped Total Debt limits from 2017, raised interest margins, and let the company use up to $50 million of cash (not loan proceeds) to redeem its senior notes. The CEO says liquidity is over $425 million.
6 Oct 2015asset acquisition disposition● NeutralMajor
The four EnerVest-related acquisitions closed on Oct 1, 2015 for an adjusted $259.4 million, subject to post-closing adjustments, funded mainly by borrowing on the credit facility. The CEO says over $300 million of liquidity remains and that the new assets should add borrowing base capacity at the semi-annual redetermination later in October. This completes the deal announced Sept 3.
9 Sept 2015material agreement● NeutralMajor
On Sept 3, 2015 the company agreed to buy oil and gas properties in the Appalachian Basin, San Juan Basin, Michigan and Austin Chalk, including 100% of Belden & Blake Corporation, for $259 million cash from EnerVest-controlled funds, its sponsor's related entities. The deal is for about 302 Bcfe of proved reserves, is to be funded with cash and revolver borrowings, was approved by the independent Conflicts Committee, and is expected to close Oct 1. It resolves the open Austin Chalk add-on thread by naming it in this deal and excludes Utica Shale and Eagle Ford rights.
10 June 2015asset acquisition disposition▲ GoodMajor
The sale of the 21% UEO stake closed on June 10, 2015 for $575.0 million cash, less $2.7 million of estimated expenses, to the Williams Partners subsidiary and M3 Ohio Gathering; this resolves the pending UEO sale. The company says it intends to repay all revolver borrowings and hold the rest for future activities, and its pro forma filing shows long-term debt falling by $541 million, from about $1.04 billion to about $499 million. With Cardinal sold in Oct 2014, the filing says it no longer operates in the midstream segment.
1 June 2015material agreement● Neutral
The other UEO member, M3 Ohio Gathering, exercised its right to join the sale, so the 21% stake will go 8% to M3 and 13% to the Williams Partners subsidiary for the same $575 million total. Closing moved up to June 10, 2015 (from mid-July), with the right for M3 to buy the whole stake and a later date up to Sept 1, 2015 if the Williams portion does not close on time.
6 Apr 2015material agreement▲ GoodMajor
The company's subsidiary agreed on April 2, 2015 to sell its 21% stake in Utica East Ohio Midstream (the pipeline and processing business it built up from 8% in Dec 2012) to a Williams Partners subsidiary for $575 million cash, with closing scheduled for mid-July 2015. The other member of the venture has 60 days to take part of the stake (about 8%) at the same price, and the company expects its credit facility borrowing base to be cut by $150 million at closing; it says it intends to use proceeds first to repay the revolver and hold the rest for future activities. This follows the Cardinal Gas Services sale and, per the CEO, completes its Utica midstream exit.
25 Sept 2014debt financing● NeutralMajor
On September 23, 2014 the partnership agreed to sell its 9% interest in Cardinal Gas Services to E1 and a Korean consortium led by Samchully for $162 million, including estimated price adjustments of about $18 million; closing is expected mid-October 2014, subject to regulatory approval, tag-along rights, approval of the other member and customary conditions. A Sixth Amendment to the credit agreement (September 19, 2014) waives provisions to permit the sale. Net proceeds are to repay the revolver, with availability possibly used for future activities including acquisitions. This sells the Cardinal midstream stake that earlier credit amendments had allowed investment in.
23 Oct 2013material agreement● NeutralMajor
On October 18, 2013 the partnership sold 5,000,000 common units at $36.86 each in an underwritten offering, and the underwriters took their full 750,000-unit option (5,750,000 units total); it closed October 23, 2013. Net proceeds of about $208.4 million are to repay borrowings under the senior secured credit facility. This adds to units outstanding and lowers bank debt.
27 Dec 2012material agreement▲ GoodMajor
Under an October 2012 agreement, the partnership and EnerVest-managed partnerships dedicated certain operated Ohio acres to Utica East Ohio Midstream's facilities; on December 20, 2012 the conditions were met and the partnership's stake in UEO rose from 8% to 21%. Separately, a December 24 press release said the partnership has received bona fide offers for its operated Utica acreage and is in substantive negotiations, but does not expect to announce any sale agreement before the end of 2012. No sale is agreed yet.
3 Oct 2012material agreement● Neutral
On September 27, 2012 the partnership signed a Third Amendment to its credit agreement, raising the cap on investments in Cardinal Gas Services, Utica East Ohio Midstream and related joint ventures from $200 million (set in March 2012) to $350 million in total at any time. This extends the earlier amendment and gives room for larger midstream investments.
23 Aug 2012drilling progress report▲ Good
On August 20, 2012 the partnership and EnerVest reported test results for two Ohio Utica Shale wells. Cairns 5H (Carroll County; EVEP about 43% working interest) flowed at 1,690 barrels of oil equivalent per day over 24 hours. Frank 2H (Stark County; EVEP about 35%) produced 870 barrels of oil equivalent per day without artificial lift, which the company expects to activate within a few weeks. These are initial 24-hour test rates, not long-term production.