Mid-Con Energy Partners, LP

Mid-Con Energy Partners, LP terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

Mid-Con Energy Partners, LP's exchange filed to remove a class of its securities from listing.

listing compliance notice

The Contango merger closed on Jan 21, 2021: Mid-Con merged into Contango's subsidiary Michael Merger Sub LLC and no longer exists as a separate entity. Each common unit converted into 1.7500 shares of Contango common stock, and phantom units vested and converted at the same ratio; units held in treasury or by the general partner were cancelled with no payment. This resolves the open merger thread. Nasdaq trading in the units was suspended that morning, and a Form 25 delisting and a Form 15 to end reporting are to follow. The revolving credit agreement was terminated with all borrowings and fees paid in full, the July 2020 management services agreement with Contango Resources was terminated with its warrant compensation and termination fee waived, and the four general partner directors (Boulware, Travis Goff, Reynolds, White) left their posts.

business combination

On Dec 18, 2020 Mid-Con unitholders holding a majority of common units delivered written consent approving the Contango merger and an amended long-term incentive program, so no further unitholder vote is needed. The SEC has declared Contango's Form S-4 effective. A joint press release says the consent period ends on January 6 and the merger is expected to close on or about January 21; the filing writes both dates as 2020, which looks like a typo for 2021 (inference). This clears the unitholder approval and S-4 conditions, but the merger has not closed, so equity treatment is still unresolved.

business combination

The final merger proxy/consent document was mailed on Dec 18, 2020. Each Mid-Con common unit would get 1.7500 Contango shares, and Mid-Con unitholders would own about 13% of the combined company (Contango holders 87%). Approval needs a majority of Mid-Con common units, and holders of 8,107,900 units have agreed to deliver written consent within two business days of S-4 effectiveness; Contango holders of 51.5% of its shares have already consented. This moves the Contango merger closer to completion but it has not yet closed, so the equity outcome remains unresolved.

business combination

This is the full original 8-K (Oct 25, 2020) announcing the merger of Mid-Con into a Contango Oil & Gas subsidiary: each common unit converts into 1.7500 Contango shares (to be listed on NYSE American), phantom units convert at the same ratio, and the general partner interest is cancelled. Closing needs Contango shareholder and Mid-Con unitholder approval, an effective Form S-4 and NYSE American listing approval; holders of 8,107,900 Mid-Con units agreed to vote for it, either side can end the deal after 180 days, and a $1.5 million termination fee plus up to $1.5 million expenses applies in specified cases. The filing also mentions a purchase and sale agreement between Contango and a Mid-Con subsidiary, but the text is cut off so its terms are not known. This is the filing the earlier 8-K/A header correction restated; the equity outcome is still unresolved.

business combination

This 8-K/A only corrects the filing header, which wrongly named Contango Oil & Gas as the subject company; it restates the original Oct 25, 2020 8-K in full. That report discloses a merger agreement in which Mid-Con will merge into a Contango subsidiary, and each common unit converts into 1.7500 shares of Contango common stock (to be listed on NYSE American). The general partner interest is cancelled. Closing needs Contango shareholder and Mid-Con unitholder approval, an effective Form S-4 and NYSE American listing approval, among other conditions; holders of 8,107,900 Mid-Con units agreed to vote in favour, and the agreement can be ended if the merger is not done within 180 days. Termination fee is $1.5 million plus expense reimbursement up to $1.5 million. Not yet completed, so the equity outcome is unresolved.

material agreement

On March 27, 2020 Nasdaq notified the company that its units would be delisted for continued failure to meet the $1.00 bid rule after the second compliance period ended. The company plans to request a hearing (which stays suspension) and present a plan of a 1-for-20 reverse unit split effective after market close April 9, 2020, approved by the general partner's board. This continues the listing thread; the outcome of the hearing is not yet known.

listing compliance notice

On Dec 6, 2019 the company signed Amendment No. 14 to its credit agreement: maturity extended to May 1, 2021, borrowing base cut from $110 million to $95 million, and a $85 million borrowing cap (borrowing above it requires debt-to-EBITDAX under 3.0x). Maximum leverage ratio is 4.0x for Q4 2019, 3.75x for Q1 2020 and 3.5x from Q2 2020. The next regular redetermination is due spring 2020. This is a further reduction after the $110 million set in March 2019.

material agreement

The units had not regained the $1.00 minimum bid by Sept 23, 2019, but Nasdaq granted a second 180-day period, to March 23, 2020. The company told Nasdaq it would cure by a reverse unit split if necessary; if it fails, Nasdaq would move to delist, subject to an appeal to a hearings panel. This continues the listing problem first flagged in March 2019.

listing compliance notice

The Texas sale ($60 million) and Oklahoma purchase ($27.5 million) with Scout closed on March 28, 2019 as planned. The company also signed Amendment No. 13 to its credit agreement, cutting the borrowing base to $110 million (from $125 million) and changing how the leverage ratio is calculated; the press release says revolver debt was $68.0 million at March 31, 2019. Separately, Nasdaq warned on March 26, 2019 that the units had closed below $1.00 for 30 straight business days, giving until Sept 23, 2019 to regain compliance.

listing compliance notice

On Feb 15, 2019 the company agreed to sell substantially all its Eastern Shelf Texas properties to Scout Energy Group IV for $60 million and, at the same time, buy Oklahoma properties (Osage, Grady and Caddo Counties) from Scout entities for $27.5 million. Both are subject to usual adjustments, expected to close around March 28, 2019, and each depends on the other closing; sale proceeds are to fund the purchase, with the remainder going to general purposes including repaying revolver borrowings. The Texas properties are the ones gained in the Nov 2014 Eastern Shelf and Aug 2016 Nolan County deals.

material agreement

On Jan 31, 2018 Mid-Con closed the $15 million Class B preferred placement, issuing 9,803,921 units at $1.53 each (lower-priced earlier $1.36 terms did not carry over). Affiliate Mid-Con Energy III bought $800,000 of them. Proceeds funded the purchase of oil and gas properties in Campbell and Converse Counties, Wyoming (the PRB Acquisition), with any excess going to general purposes including repaying the revolver. Amendment No. 12 raised the borrowing base to $125 million and extended maturity to November 2020. The Class B units rank above common units for distributions and in liquidation, equal with Class A in liquidation, and if a preferred distribution goes unpaid, common distributions are blocked. Resale registration is due within 90 days and effective within 180 days.

capital raising announcement

On Jan 23, 2018 Mid-Con signed a new agreement to sell up to $15.0 million of Class B Convertible Preferred Units, replacing the Nov 14, 2017 agreement, which the filing says expired on its terms (it states the date as Dec 31, 2018, which appears to be a typo for 2017 - an inference). Terms are the same as before: 8.00% cumulative distribution (10.00% in kind if debt blocks cash), one-for-one conversion after six months, and holder redemption right after Aug 11, 2021. Closing was expected by Jan 31, 2018. The filing does not state the price per unit.

capital raising announcement

On Dec 22, 2017 Mid-Con closed the sale of oil and gas properties in Carter and Love Counties, Oklahoma, to Exponent Energy III LLC for an adjusted price of about $22 million (agreed Nov 8, 2017, with the effective date moved from Oct 1 to Dec 22, 2017). The pro forma statements show the $22 million paid directly to the bank, cutting the revolver from $122 million to $100 million as of Sept 30, 2017. In the same filing, Amendment No. 11 to the credit agreement lowered the conforming borrowing base to $115 million and waived the previously disclosed leverage ratio noncompliance through Jan 31, 2018. This follows the Hugoton sale in 2016 as another asset sale used to repay debt.

asset acquisition disposition

Mid-Con signed an agreement on Nov 14, 2017 to sell up to $15.0 million of new 8.00% Class B Convertible Preferred Units in a private placement, led by John Goff, its largest unitholder, at $1.36 per unit, with closing expected by Nov 30, 2017. Like the Class A preferred from August 2016, these pay 8.00% in cash (or 10.00% in kind if its secured debt blocks cash) and can convert one-for-one into common units after six months. Holders can demand cash redemption from Aug 11, 2021. Proceeds are intended for general purposes, including future acquisitions and paying down the revolver. Common unit sales under the at-the-market program stay suspended through Aug 11, 2021, and new debt beyond the existing credit facility needs preferred holder consent.

capital raising announcement

On August 11, 2016 the partnership completed the $25 million private placement of 11,627,906 Class A preferred units at $2.15 each, including $2 million bought by Mid-Con Energy III, an affiliate of the general partner. It used the proceeds to close the roughly $19.5 million Nolan County, Texas acquisition from Walter Exploration, JMW LTD and Wildcat Properties, with excess going to general purposes including credit facility repayment. Amendment No. 10 raised the conforming borrowing base to $140 million, and pro forma debt is about $133 million. The preferred units rank ahead of common units for distributions and on liquidation, and a failure to pay preferred distributions blocks common distributions. This resolves both the placement and acquisition threads.

asset acquisition disposition

On July 31, 2016 the partnership agreed to sell up to $20.0 million (plus up to $5.0 million more) of 8.00% Class A Convertible Preferred Units in a private placement, to fund a roughly $19.5 million purchase of Nolan County, Texas properties from unaffiliated sellers (agreed July 28, effective June 1, 2016). The preferred units are convertible one-for-one into common units after six months, can be redeemed by holders after five years, and sales under the May 2015 at-the-market program are to be suspended for five years, with new debt beyond the credit facility restricted without preferred holder consent. This adds a new class of securities with claims ahead of common unitholders.

capital raising announcement

The partnership closed the $18 million Hugoton assets sale on July 28, 2016, as announced in May, and attached unaudited pro forma financials reflecting the sale. The company's address is now Tulsa, Oklahoma rather than Dallas. This resolves the Hugoton divestiture thread.

asset acquisition disposition

Amendment No. 9 (May 31, 2016) set the new borrowing base from June 1 as a $110 million conforming tranche plus a $53 million permitted overadvance. It falls to $105 million when the Hugoton sale closes, requires minimum monthly principal payments and a monthly excess cash flow report, raises collateral coverage to 95% of proved reserves, requires hedge restructuring, and sends Hugoton sale and hedge termination proceeds to debt reduction. A further redetermination may be requested between September 1 and November 1, 2016. These are tighter lender terms than the earlier amendments.

material agreement

On May 26, 2016 the partnership agreed to sell oil and gas assets in its Hugoton area to an undisclosed, unaffiliated buyer for $18 million, effective May 1, 2016, with closing expected by July 29, 2016. The filing does not say what the proceeds are for; the credit amendment filed the same day requires them to go to debt reduction.

material agreement

On November 30, 2015 the credit facility borrowing base was cut from $220 million to $190 million (Amendment No. 7), with monthly commitment reductions of $2.5 million until the next redetermination, expected around May 1, 2016. This reverses the earlier run of borrowing base increases, which peaked at $240 million in the record so far.

material agreement

The partnership said it closed the roughly $120.0 million Texas (Eastern Shelf/Permian) acquisition announced in October, subject to post-closing adjustments from a September 1, 2014 effective date. It also raised its credit facility borrowing base from $190 million to $240 million (Amendment No. 5, November 17, 2014) and added MUFG Union Bank and Frost Bank as lenders. This resolves the open acquisition-closing thread and continues the debt-funded part of the deal; the borrowing base is up from the $170 million last in the record (the filing gives $190 million as the prior level).

material agreement

On November 11, 2014 the partnership agreed to sell 5,800,000 new common units to the public at $17.27 each (plus an 870,000-unit over-allotment option), expecting about $96.0 million of net proceeds, with closing expected November 14, 2014. The money is to fund part of the pending $120 million Eastern Shelf (Permian) acquisition, with the rest borrowed under the credit facility. This dilutes existing unitholders through the new units; if the acquisition does not close, the proceeds would instead repay credit facility debt.

material agreement

On October 7, 2014 the partnership agreed to buy oil properties across eleven Texas counties (Coke, Coleman, Fisher, Haskell, Jones, Kent, Nolan, Runnels, Stonewall, Taylor and Tom Green) from L.C.S. Production Company, SPA-PETCO, SPA PETCO OSU and A.G. Hill entities for about $120 million, effective September 1, 2014, with closing expected in November 2014. The press release describes it as the company's entry into the Permian Basin, with about 6.1 million barrels of oil equivalent of proved reserves and a roughly 96% working interest. Committed bank financing has been secured. This is the largest purchase in the record so far and, unlike the last two, is from unrelated sellers.

material agreement

The Creek County, Oklahoma (Oilton) purchase from Mid-Con Energy III closed on August 5, 2014 at $56.5 million, paid with about $4.5 million of borrowed cash and 2,214,659 new units (about $52 million). This completes the deal announced on July 25; financial statements and pro formas are to follow within 71 days.

asset acquisition disposition

On July 24, 2014 the partnership agreed to buy the Oilton Field in Creek County, Oklahoma from affiliate Mid-Con Energy III for about $56.5 million, paid with about $4.5 million of borrowed cash and 2,214,659 new units (about $52 million), with closing set for August 5, 2014. The same filing declares a second-quarter distribution of $0.515 per unit ($2.06 annualized), payable August 11, 2014 to holders of record August 4, 2014; the distribution is unchanged from the $0.515 shown in the late-2013 results. This is a second related-party purchase from Mid-Con III, approved by the conflicts committee.

material agreement

On February 28, 2014 the partnership bought oil properties in Cimarron, Love and Texas Counties, Oklahoma and Potter County, Texas from affiliate Mid-Con Energy III for about $41.0 million, paid with about $7.0 million of borrowed cash and 1,500,000 new common units (valued at about $34.0 million). Issuing units adds to the unit count; the deal was approved by the independent conflicts committee, and it is a related-party deal, since the general partner's officers also hold positions at Mid-Con Energy III.

asset acquisition disposition

Third-quarter results and a bigger credit line on the same day: production up 32% year on year to 2,522 barrels equivalent a day, adjusted earnings before interest, tax, depreciation and exploration of $14.9 million, and a distribution of 51.5 cents a unit. The lender group lifted the borrowing base from $130 million to $150 million, pushed maturity out two years to November 2018 and added Bank of Nova Scotia - useful, given the partnership was down to $18.7 million of liquidity.

material agreement

The follow-on offering announced the day before was priced at $21.20 per unit: the partnership sells 1,000,000 new units and the Yorktown funds sell 3,000,000 (plus a 600,000-unit over-allotment option on Yorktown's side). The partnership expects about $20.2 million of net proceeds to repay credit facility borrowings and gets nothing from Yorktown's sale; closing is expected October 22, 2012. This resolves the open question on the offering's pricing.

material agreement

On October 15, 2012 Mid-Con agreed to buy oil properties in its Hugoton Basin core area from Samson Resources for about $21 million (including a $2.1 million deposit), expected to close by November 6, 2012. It raised the quarterly distribution by $0.01 to $0.485 per unit ($1.94 annualized), and launched an offering of 1,000,000 new units by the partnership to repay credit facility borrowings, alongside 3,000,000 units sold by Yorktown, which would cut Yorktown's stake from about 48.5% to about 30.1%. It also said third-quarter production would land within guidance, likely toward the lower end. The press release describes two acquisitions totalling about $24.1 million.

material agreement

The IPO of 5,400,000 common units at $18.00 closed on December 20, 2011, completing the offering priced the week before. At closing the partnership signed a Services Agreement under which Mid-Con Energy Operating provides management and operating services and is reimbursed for allocated expenses, and its subsidiary signed a five-year, $250 million revolving credit facility with Royal Bank of Canada as agent and an initial borrowing base of $75 million. The filing also covers the contribution and merger agreement and the long-term incentive plan; the text provided is truncated, so further details are not captured here.

asset acquisition disposition

Mid-Con Energy Partners signed the underwriting agreement for its IPO on December 14, 2011: 5,400,000 common units at $18.00 each, with a 30-day option for 810,000 more. Net proceeds of about $87.4 million are earmarked to pay about $105.7 million to holders of the predecessor companies (cash part of the merger consideration), repay $20.2 million of debt, and buy Cushing Field working interests and derivative contracts for about $6.0 million. Closing was expected December 20, 2011, and the public would own 30.0% of the partnership.

material agreement

Nasdaq certified Mid-Con Energy Partners, LP's securities for listing, clearing them to begin trading.

listing compliance notice