4 Nov 2019listing compliance notice▼ BadMajor
ISRAMCO 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.
25 Oct 2019asset acquisition disposition● NeutralMajor
Isramco reported completing its merger on October 25, 2019: shares were converted into $121.40 cash each (except treasury, buyer-owned and properly appraisal-exercising shares), and the company became an indirect wholly owned subsidiary of Naphtha. It asked NASDAQ to suspend trading and delist the stock, and plans to file to end its SEC reporting. Directors Joseph From, Max Pridgeon, Asaf Yarkoni, Frans Sluiter and Nir Hasson resigned; Haim Tsuff stays, with Amir Sanker and Edy Francis added. This closes the take-private deal announced in May 2019.
25 Oct 2019listing compliance notice● NeutralMajor
ISRAMCO INC's exchange filed to remove a class of its securities from listing.
25 Oct 2019business combination● NeutralMajor
This final amendment to the going-private disclosure reports that on October 22, 2019 stockholders approved the merger, and on October 25, 2019 it closed. Each share was converted into the right to receive $121.40 in cash, and Isramco became an indirect wholly owned subsidiary of Naphtha. Its stock stopped trading on NASDAQ, and the company intends to file to end its SEC registration. This resolves the buyout thread open since May 2019.
6 Sept 2019business combination● Neutral
On September 6, 2019, the buyer group and Isramco filed Amendment No. 2 to the going-private disclosure, replacing earlier versions and filed alongside the final proxy statement. It repeats the same terms: $121.40 per share cash, 795,131 shares covered, $96,528,903.40 total value. It mostly points to the proxy for details and shows no change in deal terms.
6 Sept 2019business combination● NeutralMajor
Isramco filed its final proxy statement on September 6, 2019, calling a special meeting for October 22, 2019 to vote on the $121.40-per-share cash merger with the Naphtha group. The board (without Haim Tsuff, who recused himself) recommends voting for it; the filing says the price is about 18.9% above the $102.10 close on March 21, 2018 and about 8.9% above the $111.50 close on May 20, 2019. This moves the buyout from preliminary to final proxy stage and sets the vote date left open earlier. Approval needs at least 75% of the voting stock and a majority of shares held outside the buyer group and Section 16 officers; unvoted shares count as votes against.
22 Aug 2019business combination● Neutral
On August 22, 2019, the buyer group and Isramco filed Amendment No. 1 to the going-private disclosure for the $121.40-per-share merger. It replaces the August 1 version and accompanies an amended preliminary proxy statement. The visible text repeats the same price, share count and valuation as before, so no change in deal terms is shown here. The proxy is still in preliminary form, so the shareholder vote has not yet been set.
1 Aug 2019business combination● Neutral
On August 1, 2019, Isramco and the buyer group (including Haim Tsuff and the Naphtha, IOC and JOEL entities) filed the required going-private disclosure for the $121.40-per-share merger. It values the deal at $96,528,903.40, covering 795,131 shares that are not held by the buyer group. It mainly points to the proxy statement filed the same day for details, and adds no new terms. This continues the buyout announced in May 2019 and has not yet closed.
20 May 2019business combination● NeutralMajor
On May 20, 2019, Isramco agreed to be bought by entities of the Naphtha group controlled by Haim Tsuff, who owns about 73% of the stock, for $121.40 in cash per share. The board, with Tsuff recused and acting on a special committee's recommendation, backed the deal. It needs 75% of shares plus a majority of shares held outside the buyer group, and the buyers can walk away if more than 8% of shares are dissenting. Either side can end it if it has not closed by February 27, 2020. This is the controlling shareholder's move to buy out the minority holders.
22 May 2015debt financing▲ GoodMajor
On May 18, 2015, a new wholly owned subsidiary, Tamar Royalties LLC, signed a $120 million, eight-year term loan with Deutsche Bank Trust Company Americas as agent, secured by the company's overriding royalty interest in the Tamar gas field (1.5375%, rising to 2.7375% after project payout). The loan is non-recourse to Isramco beyond the value of that royalty interest, and Tamar Royalties may lend Isramco up to $108 million, with the stated purposes including repaying debt owed to related parties, funding acquisitions and capital spending, and general corporate use. This is the first filing to describe a way to refinance the related-party debt flagged in earlier filings, though the filing does not say which debts will be repaid.
1 Oct 2008listing compliance notice▼ Bad
Nasdaq told Isramco on Sept 24, 2008 that it no longer meets listing rules because director Frans Sluiter resigned effective Sept 10, leaving it without a majority of independent directors and with fewer than three audit committee members. The company has until the earlier of its next annual meeting or Sept 10, 2009 (March 9, 2009 if the meeting is held before then) to fix this, or it will be notified of delisting. Isramco says it intends to find a replacement director; the press release says Sluiter left over a potential conflict of interest.
3 Apr 2008asset acquisition disposition● NeutralMajor
Isramco completed the GFB/Trans Republic purchase on March 27, 2008 for $102.9 million, resolving the pending February deal. It funded $54 million from the commercial bank loan and about $48.9 million from related party JOEL, a loan due in 4 months at LIBOR+1.25%, which JOEL intends to extend to seven years at LIBOR+6% subject to its shareholders' approval. CEO Tsuff controls JOEL and president Maimon is a JOEL director, so most of the funding came from related parties; the filing gives no detail on the working-capital portion.
22 Feb 2008material agreement● NeutralMajor
On Feb 15, 2008 Isramco's subsidiary Jay Petroleum agreed to buy oil and gas properties in Texas, New Mexico and Oklahoma from GFB Acquisition-I and Trans Republic for about $102 million, paying a roughly $10 million deposit. The properties produce about 600 barrels of oil and 3.5 MMCF of gas a day, with closing expected March 25 or April 2, 2008. Isramco plans to fund up to 5% from working capital and the rest from loans, including a Bank of Nova Scotia commitment letter for a facility to initially borrow up to $54 million, and has a 48-month swap selling 605,016 barrels of oil at an average $90.01 and 3,424,348 MMBTU of gas at $8.51. This is a second large US purchase on borrowed money.
17 Jan 2008asset acquisition disposition● Neutral
Isramco amended its Jan 7 report to correct the accounting: the roughly $5 million difference between book value and sale price on the Israeli unit sale to IOC will be recorded as a reduction of additional paid-in capital, not as a loss, because the deal is between entities under common control. The sale terms are otherwise unchanged.
7 Jan 2008asset acquisition disposition● NeutralMajor
On Dec 31, 2007 Isramco sold its Israeli operations and assets (including Negev 2 and Dead Sea partnership units, employees and Israeli land) to related party IOC for about $13.6 million, keeping its offshore Israel working interests. Proceeds repaid in full the IOC loan (about $12.9 million) from the Five States purchase and part of the accrued interest on the Naphtha loan. The company initially said it expected a roughly $5 million pre-tax loss on the sale (corrected in the next amendment).
8 Mar 2007asset acquisition disposition● NeutralMajor
Isramco closed the Five States purchase on March 2, 2007 for $92 million, getting about 650 wells in Texas and New Mexico. It paid $7.7 million from working capital and borrowed the rest: $42 million from Naphtha (its related-party parent group, via IOC) in three loans of $18.5M, $10.5M and $12M due 2014, 2014 and 2012 respectively by the stated terms (7-, 7- and 5-year loans), a $7 million 3-month loan from related party JOEL, and a $35.3 million Wells Fargo credit line due March 2011 at LIBOR+2% with financial covenants. This completes the deal and moves a very small company onto heavy debt, much of it owed to entities linked to CEO Tsuff.
26 Feb 2007debt financing● NeutralMajor
Isramco and Five States signed a new agreement on Feb 20, 2007 to buy Texas and New Mexico oil and gas properties for about $92 million, replacing the $100 million deal Isramco terminated in January. Isramco paid a new $5 million deposit; with the earlier $3 million, $8 million is applied to the price and Five States keeps it as its sole remedy if the deal fails for reasons related to Isramco. Both sides release claims over the old agreement and Isramco drops its arbitration request, resolving the deposit dispute. Closing is scheduled for March 2-12, 2007. Isramco expects to pay up to $7 million from working capital and the rest from loans: a $17 million loan from related party IOC already obtained (LIBOR+5.5%, capped at 11%, due Dec 2013, secured on specified properties), plus agreements-in-principle for a $36 million secured bank loan and $32 million of unsecured related-party loans, none yet final. CEO Haim Tsuff controls IOC and president Jackob Maimon is an IOC director.
25 Jan 2007material agreement termination▼ BadMajor
Isramco terminated the $100 million Five States purchase on January 20, 2007, citing unmet closing conditions (title defects and not being named operator on some properties). Five States rejects this and refuses to return the $3 million deposit, and Isramco says it will take legal action, so the deal collapsed and the deposit is now in dispute.
8 Jan 2007material agreement● NeutralMajor
Isramco sold all shares of its cruise liner subsidiary Magic I Cruise Line to Chesny Estates, the ship's earlier lessee, for about $2.7 million on December 31, 2006. The company says it is exiting to focus mainly on oil and gas, tied to the pending $100 million Five States purchase, ending the cruise venture begun in March 2004.
22 Nov 2006material agreement● NeutralMajor
Isramco agreed on November 15, 2006 to buy oil and gas properties in Texas and New Mexico from Five States Energy for $100 million, including about 660 producing wells, and paid a $3 million deposit. It expects to fund up to 15% from working capital and has no financing commitment yet for the rest, and closing depends on conditions with a January 20, 2007 deadline, so it is a large, uncertain deal relative to the company's size.
30 Mar 2006asset acquisition disposition▼ Bad
Isramco reported 2005 results: revenue of $7,735,000 and a net loss of $1,132,000, versus net income of $993,000 for 2004 (as restated in this release). The company cited higher costs on its US wells, larger losses running the Magic 1 cruise vessel, higher oil and gas impairments, and lower income from affiliates. This is an earnings release, not a transaction.
23 Jan 2006material agreement▲ GoodMajor
Isramco settled its February 2004 Los Angeles lawsuit over a joint real estate purchase, receiving $2,500,000 from certain defendants as reimbursement of its costs, with no admission of fault and mutual releases. It expects a net gain of about $2,000,000 in the first quarter of 2006, resolving the dispute.
18 Nov 2005asset acquisition disposition▲ Good
Isramco reported third-quarter 2005 results: revenue of $3,301,000 and net income of $992,000, versus a $595,000 loss a year earlier. The improvement came mainly from gains at affiliates traded on the Tel Aviv exchange, with cruise liner leasing adding $736,000. This is an earnings release, not a transaction.
29 Aug 2005asset acquisition disposition▼ Bad
Isramco reported second-quarter 2005 results: revenue of $1,621,000 and a net loss of $496,000 per the text (the table shows $596,000, an inconsistency in the release). Cruise liner leasing brought in $568,000, while gas sales volume fell and the ship's costs weighed on results. This is an earnings release, not a transaction.
5 Apr 2005asset acquisition disposition▼ Bad
Isramco reported 2004 results: revenue of $8,943,000 and a net loss of $20,000, versus net income of $2,256,000 in 2003. Revenue included $2,034,000 of leasing income from the Mirage 1 cruise liner, while oil and gas sales fell to $3,173,000 from $3,439,000. The filing only reports earnings, no new transaction.
15 Mar 2005material agreement● NeutralMajor
This continues the cruise liner story: a Isramco subsidiary leased the Mirage 1 (bought in March 2004) to Chesny Estates from April 14 to October 31, 2005 at $8,000 a day, with Chesny bearing operating costs. Isramco also gave Egged's subsidiary a guarantee of up to $1 million against Chesny's breach of a marketing agreement, backed by a $600,000 bank guarantee and a security interest from Chesny, so Isramco carries some risk if Chesny fails.
24 Jan 2005auditor change● Neutral
Isramco's auditor UHY - Mann Frankfort Stein & Lipp resigned on January 20, 2005 and the audit committee appointed Malone & Bailey, PC to audit the 2004 accounts. The filing states there were no disagreements and no adverse or qualified opinions for 2002 and 2003.
22 Mar 2004asset acquisition disposition● NeutralMajor
Isramco won a bankruptcy-court auction on March 19, 2004 to buy a 270-cabin luxury cruise liner for $8,050,000, a purchase well outside oil and gas. It plans to pay from working capital plus a roughly $5 million five-year Bank Leumi loan (only a non-binding agreement-in-principle so far), plus about $750,000 for dry-docking, and is seeking a cruise operator to lease the ship.