Each one in plain English, with the numbers worked through for a shareholder.
29 Mar 2016bankruptcy or receivership▼ BadMajor
The plan was confirmed, and it wiped out every shareholder: common stock, the 12% Series B, the listed 10.75% Series C and the listed 10.5% Series D preferred -- roughly 6.75 million preferred shares carrying about $170 million of stated redemption value -- all cancelled for nothing. Unsecured creditors got a share of a $3.5 million trust; the secured lenders, Apollo and Highbridge, took 10,000,000 new shares and new notes, and Miller went private.
I.R.S. Identification of Above Person Apollo Investment Corporation, I.R.S. Identification of Above Person Apollo Investment Management, L.P, I.R.S. Identification of Above Person ACC Management, LLC, I.R.S. Identification of Above Person Apollo Capital Management, L.P, I.R.S. Identification of Above Person Apollo Capital Management GP, LLC, I.R.S. Identification of Above Person Apollo Management Holdings, L.P, I.R.S. Identification of Above Person Apollo Management Holdings GP, LLC disclosed a new substantial MILLER ENERGY RESOURCES, INC. shareholding (50.00% of votes).
The plan took effect and the lenders took the company: Apollo and Highbridge received all 10,000,000 new shares plus $50 million of second-lien notes and a $20 million exit facility, every old share and preferred share was cancelled, and founder-era chief executive Scott Boruff left the board along with three other directors. Carl Giesler stayed on with four lender-appointed directors. Nothing survived for the public shareholders.
Filed for Chapter 11 in Alaska, six years after buying the Cook Inlet assets for $2.25 million and booking them at over $325 million, and four years after the restatements that first questioned that accounting.
Paid off and cancelled the KeyBank revolver entirely, and lost Governor Bill Richardson from the board eighteen months after he joined as the price of settling Bristol's proxy challenge. Three weeks before the bankruptcy filing.
14 July 2015director officer appointment▼ BadMajor
Sold its last remaining oil hedges for $2.6 million, again straight to KeyBank -- from here Miller was fully exposed to the oil price with no protection at all. Its chief accounting officer resigned the following day.
A second NYSE breach two weeks after the first: market value and shareholders' equity had both fallen below $50 million. Miller now had to submit a recovery plan or face suspension.
Two blows on one day: the NYSE warned that the shares had averaged under $1.00 for thirty days, starting a six-month cure clock, and Miller cashed in its 2016 oil hedges for $11.5 million to pay down the KeyBank loan. Selling the protection against the low prices that were killing it.
KeyBank cut the borrowing base from $60 million to $45 million, demanded a field audit of Miller's payables, required tax credit receipts be applied to the loan and ordered it to raise at least $10 million of fresh preferred equity by April. With oil below $50, the reserve-based lending that had looked cheap in June was now shrinking underneath the company.
River Road Asset Management, LLC reported a MILLER ENERGY RESOURCES, INC. shareholding of 2,271,524 shares (4.90% of votes) in a periodic institutional filing.
River Road Asset Management, LLC reported a MILLER ENERGY RESOURCES, INC. shareholding of 2,964,940 shares (6.40% of votes) in a periodic institutional filing.
Scott Boruff's resignation as chief executive was itself an event of default under the KeyBank facility, and this amendment waived it -- along with a default triggered by paying preferred dividends while already in default. Carl Giesler took over, and the deadline for fixing Miller's known internal-control weakness was pushed out a further year to April 2016.
Granted warrants to Nix Venture Partners for strategic advice, including on a contemplated purchase of Buccaneer Energy's Alaskan assets -- an acquisition Miller was weighing while already carrying three preferred series and two secured facilities.
