15 Feb 2012substantial holder notice● Neutral
Piper Jaffray Companies reported no remaining NGAS Resources Inc shareholding in its periodic institutional filing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
25 Apr 2011listing compliance notice▼ BadMajor
NGAS Resources Inc deregistered its securities, ending its obligation to file reports with the SEC.
18 Apr 2011securities registration● Neutral
NGAS Resources Inc amended an already-effective registration statement.
18 Apr 2011securities registration● Neutral
NGAS Resources Inc amended an already-effective registration statement.
18 Apr 2011securities registration● Neutral
NGAS Resources Inc amended an already-effective registration statement.
18 Apr 2011securities registration● Neutral
NGAS Resources Inc amended an already-effective registration statement.
18 Apr 2011securities registration● Neutral
NGAS Resources Inc amended an already-effective registration statement.
18 Apr 2011securities registration● Neutral
NGAS Resources Inc amended an already-effective registration statement.
18 Apr 2011securities registration● Neutral
NGAS Resources Inc amended an already-effective registration statement.
18 Apr 2011securities registration● Neutral
NGAS Resources Inc amended an already-effective registration statement.
18 Apr 2011securities registration● Neutral
NGAS Resources Inc amended an already-effective registration statement.
14 Apr 2011business combination● NeutralMajor
On April 13, 2011, the Magnum Hunter arrangement closed and NGAS became a wholly owned subsidiary of Magnum Hunter. Each NGAS share was converted into the right to receive 0.0846 Magnum Hunter share, and former shareholders kept no shareholder rights other than that payment. Magnum Hunter paid off the KeyBank credit agreement and the 2012 convertible notes, and about $6.8 million of Seminole note installments were cancelled. Nasdaq filed to delist the shares and NGAS said it will file to deregister them. All the old directors and executive officers resigned and Magnum Hunter's designees replaced them, including Gary C. Evans as CEO. Severance was paid to Daugherty, Barr, Wallen and Windisch in Magnum Hunter stock: $1,282,736, $1,015,385, $1,041,750 and $803,700. This resolves the pending acquisition, the debt deadlines and the Nasdaq bid-price problem.
13 Apr 2011listing compliance notice● NeutralMajor
NGAS Resources Inc's exchange filed to remove a class of its securities from listing.
11 Apr 2011business combination● NeutralMajor
At the April 8, 2011 special meeting, NGAS shareholders approved the Magnum Hunter arrangement, with 30,509,330 votes for and 1,886,111 against, above the two-thirds needed. The fixed ratio of 0.0846 Magnum Hunter share per NGAS share would mean roughly 6.6 million Magnum Hunter shares issued to NGAS holders. A final British Columbia Supreme Court order is still needed, so the deal has not yet closed. This is the shareholder vote that earlier filings said was required.
31 Mar 2011listing compliance notice● Neutral
On March 29, 2011, Nasdaq approved moving NGAS stock from the Nasdaq Global Select Market to the Nasdaq Capital Market and gave it until September 26, 2011 to regain the $1.00 minimum bid price. Trading on the Capital Market began March 31, 2011. This continues the bid-price deficiency flagged in September 2010 and keeps the listing alive while the Magnum Hunter deal is pending.
16 Mar 2011business combination● NeutralMajor
On March 10, 2011, NGAS, Magnum Hunter and Seminole signed an Omnibus Agreement that settles the Seminole gas gathering restructuring, a closing condition of the Magnum Hunter deal. It takes effect only if the deal closes. NGAS Production would get lower gathering fees and a higher monthly operating fee; Magnum Hunter would pay Seminole $10.275 million in cash or restricted stock at its choice; NGAS Production and Magnum Hunter would commit at least $20 million of drilling a year in 2011 and 2012; and about $6.8 million of Seminole's promissory note installments to NGAS would be cancelled. The agreement ends if the deal is terminated or does not close by April 30, 2011. This resolves the Seminole restructuring thread in the pending deal.
16 Mar 2011agm notice● Neutral
NGAS Resources Inc announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).
9 Mar 2011business combination● NeutralMajor
NGAS filed its final proxy statement for the Magnum Hunter deal. The special shareholder meeting is set for April 8, 2011 in Vancouver, for holders of record on March 8, 2011, and approval needs two-thirds of the votes cast plus British Columbia court approval. Each NGAS share would convert into 0.0846 Magnum Hunter share, and the filing says NGAS holders would own about 6.7% of Magnum Hunter afterward, assuming the maximum conversion of convertible notes into NGAS shares. This continues the pending deal and fills in the dates and ownership percentage left blank in the January draft; the board recommends a yes vote and the vote has not yet happened.
8 Mar 2011material agreement● Neutral
On March 7, 2011, the KeyBank lenders extended the forbearance deadline to April 15, 2011, the extension the Magnum Hunter agreement had sought. It is conditional on NGAS starting to mail proxy materials for the Magnum Hunter vote by March 15 and getting shareholder approval by April 12, 2011. This continues the pending acquisition and keeps the lenders from acting on the covenant default while the deal proceeds.
11 Feb 2011substantial holder notice● Neutral
Piper Jaffray Companies disclosed a new substantial NGAS Resources Inc shareholding (9.99% of votes).
31 Jan 2011business combination● NeutralMajor
NGAS filed a preliminary proxy statement for a special shareholder meeting, planned for March 2011 in Vancouver, to vote on the Magnum Hunter arrangement. Holders of record on February 4, 2011 may vote. Approval needs two-thirds of votes cast, plus British Columbia court approval; the board recommends voting for it. Each share would convert into 0.0846 of a Magnum Hunter share, and registered holders get dissent rights to be paid fair value. The filing's fee calculation uses 78,416,385 NGAS shares (up from 33.5M in January 2010, though the cause is not stated here) at $0.575, a deal value of about $45.1 million. Dates and the expected post-deal ownership percentage are left blank in this draft. This continues the pending deal; the vote has not happened.
28 Jan 2011business combination● Neutral
On January 24, 2011, NGAS and its executive officers signed a second amendment cutting change-of-control severance to fit an overall $5 million limit on severance, change of control and retention benefits under the Magnum Hunter deal (including $685,000 for non-executive employees). For example, Mr. Daugherty's potential payout falls from $1,900,000 to $1,371,800 and Mr. Windisch's from $1,187,500 to $803,700. Payment may be in Magnum Hunter stock or cash at Magnum Hunter's choice. This continues the pending acquisition and carries out the severance reduction that was a closing condition.
13 Jan 2011listing compliance notice▼ Bad
NGAS Resources Inc withdrew a registration statement, abandoning the offering it covered.
27 Dec 2010business combination● NeutralMajor
On December 23, 2010, NGAS agreed to be acquired by Magnum Hunter Resources in an all-stock deal: each NGAS share would get 0.0846 of a Magnum Hunter share, valued at $0.55 per share (a 41% premium to the December 23 close) at a $6.50 Magnum Hunter price, with the ratio fixed. This is the qualifying transaction that KeyBank and the note holders required, and it answers the strategic-alternatives search. Closing needs Canadian court approval, a two-thirds shareholder vote, Magnum Hunter paying off the unconverted 6% notes and all credit-facility debt, a restructured gas transportation agreement with Seminole Energy Services, and reduced executive severance paid in Magnum Hunter stock. NGAS cannot solicit other offers and owes a $4 million termination fee in specified circumstances (including a board recommendation change), or expense reimbursement up to $4 million if shareholders vote it down. Certain shareholders signed support agreements to vote in favour. The lender deadline is March 31, 2011, which NGAS will try to extend to April 15. The deal is not yet completed, so shareholders' position is unresolved.
16 Dec 2010material agreement● Neutral
Effective December 14, 2010, the KeyBank lenders moved the deadline for signing a definitive agreement to retire or replace the credit facility from December 15 to December 23, 2010. The repayment deadline of March 31, 2011 is unchanged in this filing. The extension also applies automatically under the December 14 note agreements with the convertible note holders. This is a short reprieve on the condition set in the November waiver.
15 Dec 2010debt financing● NeutralMajor
On December 14, 2010, NGAS signed agreements with all holders of its 2012 convertible notes to deal with the cross default (triggered by the KeyBank covenant breach) that followed the November default notice. After redemption and rescission notices, holders had asked for 3,231,575 shares on conversion of $1,197,000 of notes at an average reset price of $0.37. Conversions are now capped at 32 million shares in total, and holders will disregard stock prices below $0.37 when setting the reset price. This is conditional on NGAS meeting the KeyBank deadlines (possibly extended to Dec 31, 2010 and April 15, 2011). A qualifying deal must pay at least 10% above the reset price and repay all remaining notes in full at 125% of principal plus 12% interest and charges. This continues the note default thread: it caps dilution, but a buyer must pay the notes at the default premium. The filing also says holders of $7.5M principal gave a redemption notice on December 10.
8 Dec 2010securities registration● Neutral
NGAS Resources Inc amended a filing by which it registered a securities offering with the SEC using its shelf eligibility.
19 Nov 2010debt financing▼ BadMajor
On November 19, 2010, NGAS signed a Limited Waiver and Fifth Amendment with KeyBank, waiving its September 30 leverage covenant breach. Lenders cut commitments to the $35.8 million outstanding, now due March 31, 2011, and the interest rate rose to 4.25% over prime. NGAS must sign a definitive agreement for a qualifying transaction (a sale, merger or other deal to retire or replace the facility) by December 15, 2010. Separately, on November 15 the holder of $15.3 million of the roughly $21.5 million of 2012 convertible notes served a default notice, which allows cash redemption at 125% of principal. NGAS says it lacks cash for the roughly $14.5 million called and cannot assure the negotiations will succeed.
5 Nov 2010securities registration● Neutral
NGAS Resources Inc registered a securities offering with the SEC using its shelf eligibility.
30 Sept 2010listing compliance notice▼ BadMajor
On September 27, 2010, Nasdaq told NGAS its stock was below the $1.00 minimum bid price. The filing says this has no effect on listing or trading for now. Holders of the amortizing convertible notes waived the share-payment restriction through November 2010, and further waivers would be needed if the deficiency is not cured.