11 Feb 2011substantial holder notice● Neutral
Donald Smith & Co., Inc disclosed a new substantial MERIDIAN RESOURCE CORP shareholding (0.00% of votes).
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
3 Aug 2010listing compliance notice▼ BadMajor
MERIDIAN RESOURCE CORP terminated the registration of a class of securities, ending its reporting obligation for them.
17 May 2010late filing notice▼ Bad
MERIDIAN RESOURCE CORP notified the SEC that its quarterly report would be filed late.
14 May 2010listing compliance notice● NeutralMajor
MERIDIAN RESOURCE CORP's exchange filed to remove a class of its securities from listing.
13 May 2010asset acquisition disposition● NeutralMajor
The Alta Mesa merger closed on May 13, 2010: Meridian merged into Alta Mesa Acquisition Sub and became a wholly-owned subsidiary of Alta Mesa Holdings. Each share was converted into $0.33 in cash (the raised price, up from the original $0.29), except dissenting shares, which keep appraisal rights under Texas law. Shareholders no longer have any interest in future earnings or growth, and NYSE trading ended at market close on May 13, with deregistration requested. This completes the merger thread.
20 Apr 2010material agreement● Neutral
On April 15, 2010, a twelfth amendment moved the date on which the Fortis forbearance ends, if shareholders have not approved the Alta Mesa merger, from April 15 to May 7, 2010. Meridian paid lenders an amendment fee of about $207,500, and the May 2010 principal payment was pulled forward by about six days. Separately, a second amendment to the Shell settlement pushed the first $1 million payment and a property conveyance to the earlier of July 1, 2010 or a sale of the company to a third party, which the Alta Mesa merger counts as.
12 Apr 2010business combination▲ GoodMajor
On April 7, 2010, Alta Mesa agreed to raise its cash offer from $0.29 to $0.33 per share through a first amendment to the merger agreement. The special meeting, adjourned on April 6, will reconvene on April 28, 2010. This improves the price shareholders would receive; the filing does not say why the meeting was adjourned (inference: the vote was not yet secured, but the filing does not state this).
31 Mar 2010late filing notice▼ Bad
MERIDIAN RESOURCE CORP notified the SEC that its annual report would be filed late.
24 Mar 2010business combination● NeutralMajor
Meridian agreed in principle on March 23, 2010 to settle the shareholder lawsuits (Leider and Rausch, consolidated) challenging the Alta Mesa merger. The settlement depends on shareholder approval of the merger, would dismiss all merger-related claims on behalf of shareholders, and does not change the merger price or terms; defendants would not oppose plaintiffs' counsel fees of up to $164,000 plus a $1,000 incentive award, subject to court approval. The filing also adds background disclosures to the proxy: Alta Mesa cut its offer from $0.33 to $0.28 per share on December 16, 2009, citing market conditions and further due diligence. A third party that gave an indication of interest on February 4 said on March 10 it would not make a binding offer better than Alta Mesa's. A second unsolicited third party (Feb 19) has made no binding offer and told the Chairman it has not been able to arrange refinancing of Meridian's debt. The board still recommends voting for the Alta Mesa merger. This resolves the litigation thread, subject to court approval and the vote.
12 Feb 2010business combination● Neutral
Meridian reported through a press release (not included in the text) that it has begun mailing and filed definitive proxy materials for its merger with Alta Mesa Holdings, LP. The filing itself carries no new terms beyond this, and it duplicates the definitive proxy filed February 8.
12 Feb 2010substantial holder notice● Neutral
Wellington Management Company, LLP reported a MERIDIAN RESOURCE CORP shareholding of 3,733,216 shares (4.04% of votes) in a periodic institutional filing.
11 Feb 2010substantial holder notice● Neutral
Donald Smith & Co., Inc disclosed a new substantial MERIDIAN RESOURCE CORP shareholding (7.64% of votes).
8 Feb 2010business combination● NeutralMajor
Meridian filed its final proxy statement, setting the shareholder vote on the Alta Mesa merger for March 30, 2010 in Houston, with a February 8 record date and mailing from about February 12. Terms are unchanged: $0.29 per share in cash, board unanimously recommending a yes vote, and two-thirds of outstanding shares needed. Shareholders who vote against and follow Texas procedures can seek appraisal of fair value. The text is truncated, so details beyond the cover and summary are not covered here.
22 Jan 2010business combination● NeutralMajor
Meridian filed a preliminary proxy statement for the Alta Mesa merger, with the meeting date left blank. It confirms $0.29 cash per share, a board recommendation to vote for, and a two-thirds vote of outstanding shares needed (not voting counts as a vote against). Shares outstanding were 92,475,527, and the filing fee table puts the deal value at $27,173,773. If the merger completes, Meridian will no longer be publicly traded and shareholders will not share in future earnings or growth. This meets the lenders' January 22 proxy filing deadline and moves the merger toward a vote. The text is truncated, so the background and fairness opinion details are not covered here.
14 Jan 2010material agreement● NeutralMajor
On January 11, 2010 Meridian settled Shell's indemnity claims over Louisiana fields it bought from Shell in the late 1990s: it will pay $5 million in five annual $1 million installments (the first due at the earlier of April 1, 2010 or the merger closing), convey nonproducing Terrebonne Parish acreage, and plug wells and remediate certain acreage. In return Shell releases Meridian from current and historical indemnity claims and from future ones on all but a small subset of properties. Signing this settlement is a condition to closing the Alta Mesa merger, and the lenders moved the deadline for filing the merger proxy statement from January 15 to January 22, 2010.
29 Dec 2009business combination● NeutralMajor
This filing gives the terms of the merger agreement signed December 22, 2009 with Alta Mesa Holdings, LP: Meridian would merge into an Alta Mesa subsidiary and each share would convert into $0.29 in cash (options and warrants get the cash excess over their exercise price, about $0.4 million in total). Closing needs approval of Meridian's shareholders and, for Alta Mesa, no material adverse effect and certain third-party consents; directors and executive officers have agreed to vote in favor. Meridian may owe Alta Mesa a $3 million termination fee plus up to $1 million of expenses in specified cases, and Alta Mesa can walk away by paying Meridian $3 million. Lenders also extended the Fortis and CIT forbearances to the earliest of May 31, 2010, the merger closing or the merger agreement ending (Fortis lenders may end it from Feb 28, 2010 by unanimous consent), which resolves the string of short extensions. The text is cut off partway through agreements with director Joseph Reeves, which it says only clarify his existing net profits interest and grant no new interests.
23 Dec 2009business combination● NeutralMajor
On December 23, 2009, Meridian announced a definitive merger agreement under which Alta Mesa Holdings, LP, a privately held company, would acquire it for $0.29 per share in cash. This is the kind of merger deal the lenders' forbearance deadlines were waiting for. If completed, shareholders would receive $0.29 per share in cash, but the filing is only an announcement via press release (not included in the text), so closing conditions, lender treatment and timing are not stated and the outcome is not yet final.
17 Dec 2009material agreement● Neutral
On December 14, 2009, a ninth amendment extended the Fortis termination date and the next borrowing base redetermination to December 21, 2009, and the hedge and CIT forbearances were extended to the same date. Meridian still has no signed merger, capital infusion or property sale and gives no assurance of more extensions.
8 Dec 2009material agreement● Neutral
A seventh amendment (Dec 2) gave Meridian until December 4 to deliver its November cash flow budget to Fortis. An eighth amendment (Dec 4) extended the Fortis termination date and the next borrowing base redetermination to December 14, 2009, and the hedge and CIT forbearances were also extended to December 14. No qualifying deal is yet signed and no further extensions are assured.
2 Dec 2009material agreement● Neutral
On November 30, 2009, a sixth amendment moved the Fortis forbearance deadline to December 4, 2009. Meridian still has no signed merger, capital infusion or property sale and gives no assurance of further extensions.
25 Nov 2009material agreement● Neutral
On November 20, 2009, a fifth amendment moved the Fortis forbearance deadline from November 23 to November 30, 2009. Meridian still has not signed a qualifying deal and again gives no assurance of further extensions.
19 Nov 2009material agreement● Neutral
On November 13, 2009, Meridian and the Fortis lenders signed a fourth amendment moving the deadline for signing a merger, capital infusion or property sale from November 15 to November 23, 2009. The filing again says there is no assurance a deal will be signed or further extensions granted. This continues the string of short extensions.
22 Oct 2009material agreement▼ Bad
Lenders pushed the Fortis forbearance deadline through several short steps (Oct 2, 7, 14, 16, 20) and, on October 20, 2009, signed a third amendment extending it to November 15, 2009. Meridian must pay an amendment fee of 0.25% of its outstanding borrowings on November 15. It still has not signed a merger, capital infusion or property sale, and says it cannot assure further extensions; the hedge, CIT and Orion forbearances end if the Fortis one ends.
15 Oct 2009material agreement▼ BadMajor
Lenders extended the deadline once more, from October 14 to October 16, 2009. Meridian again says it is unlikely to sign a qualifying deal by then and cannot assure further extensions.
9 Oct 2009material agreement▼ BadMajor
Lenders agreed to extend the deadline for a merger, capital infusion or property sale again, from October 7 to October 14, 2009. Meridian again says it is unlikely to sign such a deal by then and cannot assure further extensions.
6 Oct 2009material agreement▼ BadMajor
Lenders extended the deadline for Meridian to sign a merger, capital infusion or property sale from September 30 to October 2, then to October 7, 2009. Meridian says it is unlikely it will sign such a deal by then or meet its obligations, and cannot assure further extensions. Ending the Fortis forbearance would also end the hedge, CIT and Orion forbearance periods.
10 Sept 2009material agreement▼ BadMajor
On September 3, 2009 Meridian signed forbearance agreements with its Fortis lenders, hedge counterparty, CIT and Orion Drilling, under which they hold off exercising remedies for the listed defaults. This is temporary and not a waiver, with outside dates around early December 2009. The Fortis agreement terminates September 30 unless Meridian signs a merger, a capital infusion or a property sale covering the borrowing base deficiency. Meridian paid $2.0 million of principal, owes $92.5 million (deficiency $32.5 million), and must make monthly payments of at least $1 million plus about $945,000 in forbearance fees. It also owes about $6.6 million to CIT after a $1 million prepayment, and about $2.0 million of unpaid rig obligations to Orion. The filing text is truncated, so some Orion terms are not covered here.
4 Aug 2009debt financing▼ BadMajor
Meridian missed the $35 million payment due July 29, 2009 for the borrowing base shortfall, putting it in default on the Fortis credit facility; this follows the April warning. The default also triggered defaults on hedging agreements and its CIT drilling rig financing (about $8 million owed), and mortgages on producing properties now secure 95% of proved property value, up from 75%. The company says that if it cannot get concessions, lenders could exercise remedies, which could potentially lead it to seek bankruptcy protection.
17 Apr 2009debt financing▼ BadMajor
Lenders under the 2004 Fortis credit facility told Meridian on April 13, 2009 that the borrowing base would drop to $60 million effective April 30, against $95 million outstanding. The excess must be repaid within 90 days and the company says it lacks the cash to do so. It is negotiating with lenders (waivers, forbearance, extra security) and considering asset sales or new capital, with no assurance of success. The filing refers to previously disclosed defaults.
17 Feb 2009substantial holder notice● Neutral
Wellington Management Company, LLP reported a MERIDIAN RESOURCE CORP shareholding of 7,191,516 shares (7.73% of votes) in a periodic institutional filing.