Each one in plain English, with the numbers worked through for a shareholder.
23 May 2018material agreement▲ GoodMajor
Lilis locked in long-term Permian infrastructure with Salt Creek Midstream - a 12-year crude gathering deal plus a gas-midstream option for which Salt Creek paid Lilis $35 million upfront, a real non-dilutive cash injection to support the buildout.
Lilis agreed to buy Delaware Basin properties in Lea County, New Mexico from OneEnergy Partners for $70 million ($40 million cash, $30 million stock), funding the cash portion with a striking new $100 million Series C preferred stock sale to funds affiliated with Varde Partners - its second-lien lender graduating into a much larger, equity-like backer of the company's Permian growth.
14 Nov 2017asset acquisition disposition▲ GoodMajor
Lilis closed the first tranche of its KEW Drilling Winkler County lease purchase (about 3,200 net acres for $35.8 million) and got Varde to add another $25 million of delayed-draw capacity to keep funding the buildout.
Lilis added another $15 million first-lien bridge loan (now at a steeper 10%+6% PIK rate, with Deans Knight Capital Management taking over as collateral agent) and raised its second-lien facility's ceiling to $175 million - continuing to lean hard on secured debt to fund its Permian expansion, at a rising cost of capital.
Lilis agreed to buy up to $47 million of undeveloped Winkler County, Texas leasehold from KEW Drilling, drawing the full $45 million delayed-draw tranche of its Varde-led second lien facility to fund it - an aggressive, debt-funded Permian leasehold buildout.
Lilis signed a 10-year gas gathering and processing agreement with Lucid Energy for its new Permian Basin production in New Mexico and Texas, confirming the company's shift into Delaware Basin operations was now producing real volumes to move.
Lilis replaced production-linked bonus targets for its CEO, CFO and general counsel with immediate cash-and-stock payouts totaling roughly $3.2 million in cash and 665,000 shares combined.
Lilis overhauled its capital structure: it drew a $15 million first-lien bridge loan against its Permian Basin assets, then used a brand-new $125 million second-lien facility - $80 million drawn immediately, led by institutional lender Varde Partners - to pay off its entire 2016 term loan in full. Landing a lender of Varde's scale, after two years of penny-stock bridge notes, was a real marker of the company's turnaround.
Lilis dismissed auditor Marcum LLP and engaged BDO USA in a routine transition with no disagreements - but the filing surfaced that Marcum's audit report for fiscal 2015 had carried explicit going-concern doubt about the company's ability to continue, and that a related internal-controls weakness disclosed in that 2015 10-K was only remediated by the 2016 annual report.
Lilis Energy's stock returned to Nasdaq (Capital Market tier) under its LLEX symbol on March 14, 2017, resolving the delisting that had pushed it to the OTCQB the previous July.
Lilis raised about $20 million in a private placement priced at $3.85/unit - far healthier terms than the sub-$1 distress financing of 2016 - to fund a new push into Delaware Basin (Permian) development and leasing, marking the start of a strategic shift toward the Permian.
Lilis drew on the accordion feature of its 2016 term loan, raising it from $31 million to $38.1 million to fund drilling and working capital, with $11.9 million of headroom left.
Post-merger Lilis refinanced again, landing a new $31 million senior secured term loan (expandable to $50 million, $25 million drawn at close) that let it fully retire Brushy's remaining Independent Bank debt and consolidate financing into one facility at 6% - a real de-risking step, though the lenders again got their warrants repriced down to a token $0.01.
Holders of the last $1.8 million of Lilis's 12% convertible notes agreed to extend maturity to January 2017 at a sharply improved $1.10 conversion price and a higher 15% coupon, a sign terms were less desperate than the sub-$0.25 pricing of the pre-merger bridge notes.
Nasdaq made it official: after suspending trading since late May, it delisted Lilis Energy's stock, which moved to the OTCQB under the same LLEX symbol - closing out more than two years of listing-compliance warnings the company was never able to fully outrun. The company said it would seek to relist on the Nasdaq Capital Market. Separately, the company granted Brushy's lender a security interest in essentially all of its combined assets.
Lilis completed its merger with Brushy Resources on June 23, 2016. In the same sweep it converted $4 million of its 12% notes to stock at $0.11/share, guaranteed roughly $5.5 million of Brushy's remaining bank debt with a blanket lien on the combined company's assets, watched Brushy shed its South Texas assets to erase $20.5 million of subordinated debt, and paid off its own Heartland loan at a discount - finally closing out the Hexagon-era-style debt overhang, though at the cost of a new blanket lien securing Brushy's lender.
16 June 2016capital raising announcement▲ GoodMajor
Lilis lined up roughly $20 million in new Series B convertible preferred stock commitments - at a conversion price of just $0.11/share, reflecting how far the stock had fallen - to fund the Brushy merger closing, debt repayment and drilling. This rescue capital was what finally made completing the merger possible.
Heartland extended its forbearance again (to May 31, 2016) and dropped the cap on new subordinated debt after Lilis paid down overdue interest and fees, while the company kept layering on ever-cheaper bridge notes - the latest tranche came with warrants exercisable at just $0.01 - just to fund its Brushy merger deposit and stay afloat.
Lilis Energy couldn't even afford to pay Nasdaq's annual listing fee, triggering yet another delisting-risk notice - on top of the extension through May 23, 2016 a Nasdaq hearings panel had already granted the company to fix its other listing deficiencies.
With the Brushy merger deadline pushed to May 31, 2016, Lilis leaned on increasingly distressed bridge financing to survive: $3.75 million (plus a $500,000 follow-on) in 12% convertible notes with warrants struck at just $0.25/share, funding its merger deposit and Heartland interest payments - with even its own director R. Glenn Dawson buying in as a lender.
Lilis was already in default under its Heartland Bank credit agreement covenants and had to expand a forbearance arrangement, with Heartland letting the company add $1 million more subordinated debt (to $5 million total) earmarked for auditor fees, merger-related legal costs, and interest payments - just to stay solvent long enough to close the Brushy merger.
Lilis increased its refundable deposit to Brushy to $2 million to also cover a payment to Brushy's senior lender Independent Bank, while refreshing its own board: independent director G. Tyler Runnels resigned, new independent director R. Glenn Dawson was added (filling the audit-committee independence gap Nasdaq had flagged), and Ronald Ormand became Chairman.
Facing delisting, Lilis Energy agreed to merge with Brushy Resources, exchanging each Brushy share for about 4.33 Lilis shares and making Brushy a wholly-owned subsidiary - a scale-up combination intended to fix the company's going-concern problems, backed by voting agreements from Brushy's major holders (SOSventures and several funds) and a $1 million deposit Lilis paid Brushy at signing.
Nasdaq flagged yet another compliance gap - director Ronald Ormand was determined not to be independent, leaving the audit committee short of the required three independent members - on top of the pending delisting hearing over stockholders' equity and the still-open minimum bid price grace period.
Nasdaq determined Lilis Energy had not fixed its stockholders'-equity deficiency by the extended deadline and moved toward delisting; the company's only recourse was to request a hearing before Nasdaq's Listing Qualifications Panel, where it would also have to answer for its separate minimum-bid-price failure.