Jones Energy, Inc.

Jones Energy, Inc. terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

On May 6, 2019 the bankruptcy court confirmed Jones Energy's reorganization plan. Existing Class A common stock (7,107,520 shares at the petition date) and Series A preferred stock (518,655 shares) get no distribution and will be cancelled on the plan's effective date, which has not yet happened. First lien noteholders get 96% of the new common stock, and holders of the 6.75% 2022 and 9.25% 2023 unsecured notes get 4% plus warrants for 15%; the plan also provides for exit financing of up to $20.0M and a management incentive pool of 5%. This resolves the open question about shareholder treatment: existing shareholders are wiped out.

bankruptcy or receivership

On April 14, 2019 Jones Energy and its subsidiaries filed Chapter 11 in the Southern District of Texas, under a prepackaged plan backed by a Restructuring Support Agreement signed April 2, 2019 with some holders of its debt and equity. The filing accelerated $450M of first-lien notes, $409.148M of 6.75% notes due 2022 and $150M of 9.25% notes due 2023, though enforcement is stayed. The revolver was terminated with no borrowings outstanding. This filing does not say what happens to current shareholders; the filing says only that operations continue as debtors-in-possession.

bankruptcy or receivership

Jones Energy, Inc.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

On November 26, 2018 the NYSE said Jones Energy's average market value over 30 trading days was under the $15M minimum. The company moved its Class A shares to the OTCQX from November 27, 2018, keeping the JONE ticker and its SEC reporting. The filing warns this could reduce liquidity and the company's ability to raise equity, and the company says it intends to seek relisting on a national exchange later. This supersedes the earlier price-based listing issue and reverse split plan. Carl F. Giesler, Jr. signs as CEO, a change from Jonny Jones in the earlier record.

listing compliance notice

Jones Energy sold $450M of new 9.25% first-lien secured notes due 2023 at 97.526% of par to Credit Suisse for resale to institutional buyers. It used the proceeds to repay all but $25M of the revolving credit facility, and plans to use the rest for drilling and completion, general purposes, and possibly limited buybacks of the existing 2022 and 2023 notes. The new notes are secured on substantially all assets and rank ahead of the existing unsecured notes to the extent of collateral value. The revolver amendment cut the borrowing base from $350M to $50M and suspended testing of the senior secured leverage ratio until March 31, 2019. New notes can mature early (Dec 31, 2021 or Dec 15, 2022) if $50M or more of the 2022 or 2023 unsecured notes remain outstanding.

debt financing

On Dec 26, 2017 the NYSE told the company its Class A stock averaged below $1.00 over 30 trading days, breaching the listing minimum. It has six months (possibly extended) to cure and plans to propose a reverse stock split for shareholder approval; the ticker gets a .BC marker meanwhile, and delisting procedures would start if it fails. Trading and operations continue unaffected for now.

listing compliance notice

On Nov 26, 2017 the company amended its Wells Fargo-led credit facility: borrowing base set at $350 million, leverage covenant testing suspended through Q1 2019, a senior secured debt limit added, interest margin raised by 0.75%-1.25%, and permission to raise up to $350 million of second lien debt. As of Nov 20, 2017, $188 million was drawn, leaving $162 million undrawn. The company says lenders gave 100% support; the Merge and Western Anadarko properties were cited in the redetermination. The base had been $575M in the earlier context (a later figure is not shown here), so this is a lower limit, but covenant relief lets it use all of it.

material agreement

The company closed the sale of its Arkoma Basin properties on Aug 1, 2017 for $65.0 million (agreed June 22, 2017), with up to $2.5 million more possible if natural gas prices improve. It expects to use the proceeds to repay revolving credit facility borrowings; pro forma figures show long-term debt of $728.2M falling to $664.0M. The filing says the sale is not a strategic shift, though the company later describes itself as focused on the Anadarko basin. This ends the Arkoma holding noted in the earlier history.

asset acquisition disposition

On Aug 19, 2016 the company agreed with Credit Suisse and J.P. Morgan to sell 21,000,000 Class A shares (plus a 3,150,000-share option) and 1,600,000 shares of 8.0% Series A Perpetual Convertible Preferred Stock (plus a 240,000-share option), with closing expected Aug 26, 2016. The filing does not state prices or proceeds. These are the offerings announced alongside the SCOOP Energy acquisition (the stated share count is larger than the 14,000,000 first launched); the text does not say what the money will be used for, but it likely relates to funding that purchase (inference). Existing shareholders are diluted by the new shares.

material agreement

Jones Energy's operating subsidiary agreed on Aug 18, 2016 to buy about 18,000 undeveloped net acres in Canadian, Grady and McClain Counties, Oklahoma (STACK/SCOOP play) from SCOOP Energy Company, LLC for $136.5 million, with about 15% paid as an escrow deposit. Closing is expected before the end of Q3 2016, subject to due diligence, an Oklahoma probate court approval and other conditions. The company also announced public offerings of Class A common stock (14,000,000 shares launched) and convertible preferred stock the same day; the text is truncated, so the preferred terms are not shown here. This is a new Oklahoma area beyond the existing Anadarko/Arkoma holdings.

material agreement

The $250 million of 9.25% senior unsecured notes due March 15, 2023, agreed earlier in February, were issued on Feb 23, 2015 under an indenture with Wells Fargo as trustee, guaranteed by Jones Energy, Inc. and the material subsidiaries. Interest is paid every March 15 and September 15 starting Sept 15, 2015, and the company agreed to register an exchange offer for the notes within 360 days of issuance.

debt financing

Jones Energy said its 2014 quarterly reports for March, June and September should no longer be relied on, because capital spending on nine new wells was put under Arkoma instead of Anadarko assets, which understated depreciation and depletion expense. Expense rises by $1.9 million, $2.5 million and $2.6 million for the three quarters, and net income falls by $1.7 million, $2.3 million and $2.2 million; the filing says cash and cash from operations were unaffected. The company is assessing remedial actions on accounting controls and staffing.

financial restatement

In February 2015 Jones Energy lined up new funding: $250 million of 9.25% senior notes due 2023 sold to Magnetar and GSO affiliates, 4,761,905 new Class A shares sold to those investors at $10.50, and a public offering of 7,500,000 Class A shares at $10.25 (net proceeds about $72.4 million, with a 30-day option for 1,125,000 more). The filing says the stock proceeds will go to repay borrowings under the revolving credit facility, and the note press release says the same for the notes. Issuing new shares dilutes existing holders' percentage ownership (inference).

material agreement

JEH LLC and Jones Energy Finance Corp. sold $500 million of 6.75% senior unsecured notes due April 1, 2022 to initial purchasers led by Citigroup, guaranteed by Jones Energy, Inc. and JEH LLC's material subsidiaries. Part of the proceeds repaid all of the second lien term loan from 2009, which was then terminated. The company agreed to try to register an exchange offer for the notes within 360 days.

debt financing

JEH closed the Sabine acquisition on December 18, 2013 at a contract price of $195 million, subject to post-closing adjustments, which resolves the deal announced in November. At the same time, the borrowing base on its credit agreement with Wells Fargo as administrative agent was raised from $500 million to $575 million. Sabine financial statements and pro forma information are still to be filed later.

asset acquisition disposition

Jones Energy's operating subsidiary agreed on Nov 22, 2013 to buy oil and gas properties in Texas and Oklahoma from Sabine Mid-Continent LLC for a base price of $195 million (subject to adjustments), to be paid mainly by borrowing on its existing revolving credit facility, with closing expected around Dec 18, 2013. The press release describes about 26,000 net acres, 92 producing wells at about 3,400 Boe/d and 14.3 MMBoe of proved reserves, and plans to go from 10 to 12 rigs in 2014. The same filing confirms the Southridge development agreement expired Oct 31, 2013: Southridge rejected JEH's buyout proposal on Nov 22, 2013, JEH lost about 3,310 net Woodford acres (about 15.5 MMBoe of proved undeveloped reserves, about 18% of proved reserves at Dec 31, 2012), and the company expects a noncash charge of about $14.4 million in Q4 2013.

material agreement

At the IPO closing, Jones Energy set up its post-IPO ownership structure. Existing owners exchanged their interests in JEH LLC for new JEH LLC units and received Class B shares, and can swap units plus Class B shares for Class A shares one-for-one. The company also agreed to pay existing owners 85% of certain tax savings, and gave Metalmark and the Jones family entities board nomination rights (two seats each while they hold at least 50% of their post-IPO stock, one seat at 20%) and registration rights. It adopted a 2013 incentive plan covering up to 3,850,000 Class A shares and a cash bonus plan, and added independent director Alan D. Bell as a fifth board member and audit committee chair.

asset acquisition disposition

The IPO closed on July 29, 2013: Jones Energy sold 12,500,000 Class A shares at $15.00 each and received about $171.8 million after costs. The money goes to Jones Energy Holdings, LLC (JEH LLC) to repay borrowings under its senior secured revolving credit facility. The underwriters also hold a 30-day option to buy up to 1,875,000 more shares, and the shares began trading on the NYSE as JONE.

material agreement

the New York Stock Exchange certified Jones Energy, Inc.'s securities for listing, clearing them to begin trading.

listing compliance notice