Each one in plain English, with the numbers worked through for a shareholder.
26 Apr 2019business combination● Neutral
Lonestar filed a registration statement (Form S-4) on April 26, 2019 that would let it issue up to $300M of Class A common stock to pay for acquisitions of businesses, assets or securities, and let recipients resell those shares. No specific deal or counterparty appears in the text provided; the last reported share price was $3.96 on April 25, 2019. Any issuance would dilute existing shareholders (inference).
CEC GP, LLC, CEC Fund III GP, LLC, Chambers Energy Capital III, LP, J. Robert Chambers reported a Lonestar Resources US Inc. shareholding of 15,641,503 shares (38.70% of votes) in a periodic institutional filing.
On March 12, 2019 the board declared another paid-in-shares dividend on the Series A-1 preferred: 2,065 additional shares for the holder of record on March 15, to be issued by March 31, 2019. This continues the quarterly Chambers preferred dividend and slightly increases its claim ahead of common shareholders.
Jefferies Financial Group Inc reported a Lonestar Resources US Inc. shareholding of 4,478,488 shares (17.80% of votes) in a periodic institutional filing.
B. Riley Financial, Inc, B. Riley Capital Management, LLC, BRC Partners Management GP, LLC, BRC Partners Opportunities Fund, LP, BR Dialectic Capital Management, LLC, Dialectic Antithesis Partners, LP disclosed a new substantial Lonestar Resources US Inc. shareholding (9.90% of votes).
CEC GP, LLC, CEC Fund III GP, LLC, Chambers Energy Capital III, LP reported a Lonestar Resources US Inc. shareholding of 15,297,336 shares (38.30% of votes) in a periodic institutional filing.
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.
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.
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.
On September 18, 2018 the board declared a dividend of 1,975 additional Series A-1 preferred shares, to be issued around September 28, 2018. The filing names Chambers Energy Capital III as the sole holder of A-1 stock, continuing the quarterly paid-in-shares pattern.
On March 27, 2018 the board declared another dividend on the Series A-1 preferred, paid in 1,889 additional A-1 shares (record date March 15, issued around March 29) instead of cash. This continues the quarterly paid-in-shares dividend on the Chambers preferred and slightly increases its claim ahead of common shareholders.
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.
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).