Lonestar Resources US Inc.

Lonestar Resources US Inc. terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

Penn Virginia completed its acquisition of Lonestar on October 5, 2021. Each Lonestar share and each Tranche 1 warrant converted into 0.51 Penn Virginia shares (cash for fractions), Lonestar stock stopped trading on OTCQX on October 6, and Lonestar was merged into Pi Merger Sub LLC, a Penn Virginia subsidiary. The Citibank revolver and term loan were paid off in full and terminated, Bracken and the other named directors resigned, all officers ceased serving, and a Form 15 is to be filed to suspend reporting. This resolves the merger thread begun in July 2021.

business combination

The definitive proxy statement/prospectus for the Penn Virginia merger was filed (cover letter addressed to Penn Virginia shareholders). Penn Virginia holders vote on October 5, 2021 on issuing shares to Lonestar holders. Lonestar holders would get 0.51 Penn Virginia shares per share, worth about $11.74 at July 9, 2021 and about $10.14 at September 3, 2021, and holders of about 80% of Lonestar stock have signed agreements to vote in favour. This continues the merger thread; the fixed ratio means the value received moves with Penn Virginia's share price.

business combination

Lonestar signed a merger agreement with Penn Virginia on July 10, 2021: each Lonestar share converts into 0.51 Penn Virginia shares, and after closing Lonestar's holders would own about 14% of the combined company and Penn Virginia's about 86%. Closing needs shareholder approvals, antitrust clearance and an effective S-4 registration, with an outside date of November 26, 2021. Termination fees are $3 million payable by Lonestar and $6 million payable by Penn Virginia in certain cases. Lonestar warrants are cancelled for nothing, except Tranche 1 warrants, which Penn Virginia acquires for shares at the exchange ratio. Not yet completed, so shareholders' position is unresolved.

business combination

On July 12, 2021 Lonestar and Penn Virginia announced, by joint press release, a merger agreement dated July 10, 2021 under which Penn Virginia would buy Lonestar in an all-stock deal at 0.51 Penn Virginia shares per Lonestar share. The press release says closing is expected in the second half of 2021, subject to shareholder approval and customary conditions. This starts a new thread: Lonestar's post-bankruptcy stock is to be exchanged for Penn Virginia shares.

business combination

The plan took effect on November 30, 2020 and the company emerged from chapter 11. All old equity interests were cancelled, and the 11.25% senior notes obligations were discharged under the plan. The bank debt was replaced by an amended credit agreement with Citibank: a revolver of up to $225 million (initial borrowing base $225 million) and a $60 million term loan, both maturing November 30, 2023. Warrants over 555,555 shares (Tranche 1) and 555,555 shares (Tranche 2) at $0.001 were issued to bank lenders, and a registration rights agreement was signed with holders of the new common stock. This resolves the bankruptcy thread. The filing text provided is truncated, so board, new share counts and other details are not covered here.

business combination

On November 12, 2020 the bankruptcy court confirmed the prepackaged chapter 11 plan filed September 30. Existing common stock is to be cancelled and holders get a pro rata share of 1% of the new equity, diluted by the 8% management plan and the lenders' 10% warrants; noteholders get 96% and Series A-1 preferred 3%. This resolves the confirmation thread, though the plan only takes effect on the effective date.

bankruptcy or receivership

Lonestar Resources US Inc.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

On October 1, 2020 Nasdaq said it will suspend trading of the company's stock at the open on October 12, 2020 because of the chapter 11 filing, and it also cited the earlier equity and minimum-bid-price shortfalls. The company will not appeal and intends to apply for OTCQX quotation, with no assurance that it will be quoted.

listing compliance notice

On September 30, 2020 Lonestar and certain subsidiaries filed voluntary chapter 11 cases in the Southern District of Texas (Houston), along with the prepackaged plan contemplated by the September 14 restructuring support agreement. The filing is an event of default on the Citibank credit agreement and the 11.25% notes indenture, though enforcement is automatically stayed, and the company continues to operate as debtor-in-possession.

bankruptcy or receivership

On September 14, 2020 the company signed a restructuring support agreement with some bank lenders and noteholders for a prepackaged chapter 11 plan. Noteholders would get 96% of the new equity, existing Series A-1 preferred (held by Chambers) 3%, and existing common stockholders only 1%, all subject to dilution from an 8% management plan and warrants for 10% of the new equity going to bank lenders. All existing common and preferred stock would be cancelled, general unsecured creditors would be paid in full, and bank lenders would receive new exit loan facilities (the revolving piece at least $152 million). The plan targets filing by September 30 and taking effect no later than December 1, 2020.

material agreement

On August 17, 2020 Nasdaq told the company it fails the $10 million minimum stockholders' equity rule, as the Q2 2020 10-Q showed equity of negative $30.2 million. There is no immediate effect on listing, and the company has until October 1, 2020 to submit a plan to regain compliance.

listing compliance notice

The company chose not to make the roughly $14.1 million interest payment due July 1, 2020 on its 11.25% senior notes due 2023, saying it wanted to evaluate financial alternatives; the 30-day grace period expired, creating an event of default under the indenture. On July 31, 2020 certain noteholders agreed to hold off on remedies until August 21, 2020, and the bank lenders extended their own forbearance (from the July 2 agreement) to the same date.

debt financing

Effective June 11, 2020, lenders waived the default from the late Q1 2020 financial statements and cut the borrowing base from $290 million to $286 million, with the next redetermination due around July 1 (no later than July 31, 2020). Interest margins were reset (alternate base rate plus 2.0%-3.5%, or LIBO plus 3.0%-4.5%), and until the redetermination the company is restricted on new debt, liens, preferred dividends at LRAI and certain investments. About $267.0 million was borrowed as of April 30, 2020.

debt financing

On May 8, 2020 the main operating subsidiary, LRAI, amended its Citibank-led credit agreement (Twelfth Amendment) so the company can accept up to $2.2 million from an unsecured CARES Act loan. The company also said it will delay its Q1 2020 10-Q, now expected the week of June 22 and no later than June 29, 2020, citing COVID-19 disruption, and warned that the oil price collapse has hurt its cash flow and liquidity and may force it to shut in uneconomic production.

debt financing

Effective November 15, 2018 the bank credit facility's borrowing base was raised from $160M to $275M and its maturity extended to November 15, 2023. LRAI borrowed about $34.0M to partly fund the closing of Eagle Ford producing properties bought from Sabine Oil & Gas (and an affiliate) and Alerion Gas AXA. This extends the January 2018 refinancing and adds new acreage; the filing does not state the purchase price.

debt financing

On October 23, 2018 the company concluded that its 2016 and 2017 annual reports and the first two 2018 quarterly reports should not be relied on, because depreciation, depletion and amortization was calculated wrongly. 2017 loss attributable to common stockholders was restated from $42.6M to $47.5M, and 2016 from $94.3M to $98.7M. Total equity at December 31, 2017 falls from $215.3M to $203.7M. The company says there was no impact on cash or EBITDAX and no material impact on its credit facility and notes covenants. It plans to amend the filings and is assessing fixes to its accounting controls and staffing, which adds to the earlier material weakness thread.

financial restatement

EF Realisation, the long-time large holder, told Lonestar on September 28, 2018 that it had started liquidating and will sell or distribute all its 4,174,259 Class A shares (about 17% of Class A), after which about 33 registered holders will own those shares. Lonestar also repurchased and retired the last 2,500 Class B shares from Dr. Christopher Rowland for $10,000, with lender consent, so no Class B stock remains outstanding. This advances the EF Realisation thread; the distribution is not yet complete.

material agreement

Lonestar's proved reserves rose 82% to 73.6 million barrels of oil equivalent, all of it Eagle Ford and 84% liquids, with 29.8 million barrels added during 2017 through drilling and acquisitions.

resource reserve update

On January 4, 2018 subsidiary LRAI closed the $250.0M 11.25% senior notes due January 1, 2023, as planned in December; the notes are not guaranteed by the parent company. LRAI also amended its bank credit facility to hold the borrowing base at $160M. The press release says proceeds will retire the 8.75% notes due 2019 (about $162M including interest and premium) and reduce the credit facility, and says the facility's maturity moves from October 2018 to July 2020, with about $60M drawn pro forma and about $100M of liquidity (company statements).

debt financing

On December 19, 2017 Lonestar's subsidiary LRAI priced $250M of 11.25% senior notes due 2023 (not the 2022 maturity first announced), expected to close January 4, 2018. Proceeds will redeem the 8.75% notes due 2019 and repay part of the revolver, and redemption notices for the 8.75% notes have been issued. This follows through on the December 14 plan, but the new notes carry a higher rate than the ones being replaced.

material agreement

On December 14, 2017 Lonestar announced plans to offer $250M of senior unsecured notes due 2022, with proceeds to redeem all of its 8.75% Senior Notes due 2019 and reduce the revolving credit facility. The same filing declares another paid-in-shares dividend of 1,848 Series A-1 preferred shares, issued December 31, 2017.

dividend declaration

On June 15, 2017 Lonestar closed both acquisitions announced May 26 and the Chambers financing, with the payment terms changed: Battlecat got about $55M cash plus 1,184,632 Series B Preferred shares, and Marquis got about $44M cash (total about $50M after roughly $6M of adjustments) plus 1,500,000 Series B Preferred shares, instead of Class A common stock. Chambers received 5,400 Series A-1 and 74,600 Series A-2 preferred shares, and Phillip Z. Pace joined the board as its designee. The company must seek stockholder approval of converting the Series A preferred by a meeting no later than December 15, 2017, and the Marquis shares must be converted to Class A after that meeting. If they have not converted by November 1, 2017 and the stock price on October 31 is below its June 15 price, Lonestar owes Marquis the per-share difference times 1,500,000.

asset acquisition disposition

On May 26, 2017 Lonestar agreed to buy two sets of Texas oil and gas properties: Battlecat's (Dewitt, Gonzales, Karnes Counties) for about $60M ($55M cash plus about 1.2M Class A shares) and Sanchez subsidiary SN Marquis's (Fayette, Gonzales, Lavaca Counties) for about $57M ($50M cash plus 1.5M Class A shares). To help fund them it agreed to sell Chambers Energy Capital III about $78M of new convertible preferred stock that ranks ahead of common stock, pays 9% dividends and gives Chambers a board seat. Shareholders face dilution from the new shares and the preferred, which carries conversion rights.

capital raising announcement

Lonestar closed a public offering on December 22, 2016 of 13,800,000 shares (12,000,000 plus the underwriters' full option of 1,800,000) at $5.75, for estimated net proceeds of about $74.5 million. The money is to reduce its revolving credit borrowings, redeem some second lien notes and repay Seaport's gap financing, with any rest for general purposes. This is the public equity offering contemplated in the Leucadia commitment and the amended Seaport deal, and it dilutes existing shareholders.

material agreement

Lonestar said its cash flow statement for the nine months to September 30, 2016 should no longer be relied on, because the $29.4 million gain on disposal of bonds was misclassified. Operating cash flow was restated from $46,986 thousand to $17,623 thousand, with the offset in financing cash flow. The company reported a material weakness in its financial close process and filed an amended 10-Q.

financial restatement

Lonestar reworked its Seaport Global note-repurchase deal: Seaport's gap financing is now repaid in cash (105% before December 31, 2016, 111.1% from January 1, 2017) when a public stock offering happens, with shares issued (capped as before) only if the offering does not occur. It also gave majority holder EF Realisation the right to nominate up to two directors (while it owns 15% or more; one if 10% to 15%) and resale registration rights.

capital raising announcement

Lonestar agreed with Seaport Global to have it buy back 8.75% 2019 notes on the open market, with Lonestar paying in new common stock (up to the lesser of 460,000 shares or the amount that keeps majority holder EF Realisation above 50%) once stockholders approve. The press release says long-term debt was $284.4 million at September 30, 2016, down $35.0 million from June 30, and $68.2 million of the 2019 notes had been repurchased. It also says an agreement was signed to sell remaining conventional assets for $14.0 million, closing October 31, 2016; this continues the debt-reduction effort begun with the second lien notes.

capital raising announcement

Lonestar agreed to sell up to $49.9 million of 12% second lien notes due 2021, plus warrants for 998,000 shares at $5.00, to Juneau Energy and other purchasers, with Leucadia guaranteeing Juneau. The first $10 million was expected to close August 4, 2016, with proceeds for general purposes including buying back its 8.75% notes due 2019. Leucadia also committed to buy up to $20 million of stock in a public offering by December 31, 2016 (for a $1 million fee), and 500,227 shares go to Juneau for oil and gas interests it sold the company. This follows and uses the credit amendment that allowed second lien debt, and adds dilution from the warrants and shares.

capital raising announcement

Lonestar's bank lenders, led by Citibank, agreed to a third amendment of the July 2015 credit agreement. It lets the company take on second lien debt, raises borrowing costs by 0.75%, raises required mortgaged collateral from 80% to 90% of oil and gas property value, loosens the leverage limits for 2016 (4.75x for June 30, stepping down to 4.00x after 2016), and bars payments to the parent for general expenses after September 30, 2016.

material agreement

Nasdaq certified Lonestar Resources US Inc.'s securities for listing, clearing them to begin trading.

listing compliance notice