16 Oct 2019listing compliance notice▼ Bad
PetroShare Corp. withdrew a registration statement, abandoning the offering it covered.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
11 Sept 2019bankruptcy or receivership● Neutral
A second amendment-style repeat of the September 4, 2019 Chapter 11 filing (PetroShare and CFW Resources, D. Colo. Case No. 19-17633), filed to change the link for court documents to bmcgroup.com/petroshare. The rest restates the original: the Feb 2018 secured loan and unsecured notes are in default (the secured loan was already accelerated and the unsecured notes matured Dec 31, 2018), enforcement is stayed, the company may recapitalise or sell some or all assets, and trading in its stock is 'highly speculative' with prices that may bear little or no relation to any shareholder recovery. No new substance and no outcome for shareholders is stated.
10 Sept 2019bankruptcy or receivership● Neutral
This is an amendment to the September 4, 2019 bankruptcy filing that only changes the web link for court documents (now bmcgroup.com/petroshare). The rest repeats the original: the Chapter 11 filing and the warning that stock recoveries are uncertain. No new substance.
4 Sept 2019bankruptcy or receivership▼ BadMajor
On September 4, 2019 PetroShare and its subsidiary CFW Resources, LLC filed for Chapter 11 bankruptcy in Colorado (Case No. 19-17633). This triggered default and acceleration on the February 2018 secured loan and the unsecured notes, although the filing says the secured loan had already been accelerated and the unsecured notes matured December 31, 2018. The company says it may recapitalise, possibly selling some or all assets, and blames Colorado's new regulatory environment and weak investment conditions. It warns that stock trading is highly speculative and prices may bear little relation to any recovery for shareholders. No outcome for shareholders is stated yet.
5 Mar 2019asset acquisition disposition● NeutralMajor
The sale of all non-operated horizontal wells to Grizzly Petroleum Company, LLC closed on February 27, 2019 for about $15.5 million net cash, below the $16.5 million headline price, after closing costs and adjustments. The Shook Pad operated wells were kept. The lenders consented only on condition the proceeds go into a bank account they control, and they decide how it is used, which may include paying payables, repaying part of the secured loan, or working capital.
22 Jan 2019material agreement● NeutralMajor
On January 15, 2019 PetroShare agreed to sell its interests in all non-operated horizontal wells in the Wattenberg Field to an unnamed buyer for $16.5 million cash, effective January 1, 2019, with closing scheduled for February 25, 2019. The operated Shook Pad is excluded. Price can be adjusted for title and environmental issues, either side can decline to close if those exceed 15% of price, and the company needs consent from its secured lenders. This looks like one result of the strategic review begun with Seaport in 2018 (inference).
20 June 2018material agreement● NeutralMajor
On June 14, 2018 PetroShare hired Seaport Global Securities LLC to advise on strategic and financing alternatives, which the filing says could include selling part, all or substantially all of the assets, a business combination, or a merger into another entity. No specific transaction or terms are given.
7 Feb 2018capital raising announcement● NeutralMajor
On February 1, 2018 PetroShare signed a $25 million secured term credit agreement with Providence Wattenberg, LP and 5NR Wattenberg, LLC, made up of the $5 million advanced in December 2017 plus $20 million funded at closing. This is the second funding expected in the earlier context, and it completed. It is due February 1, 2020, with interest at 14% plus the greater of 3-month LIBOR or 1% (capped at 17%), and is secured on all assets. The lenders can convert it to stock at $1.15 (20% of principal) and $1.55 (the rest), and received 1,500,000 penny warrants, rights to buy up to 50% of future offerings through 2018 (25% after), and an option to buy up to $25 million of stock from the maturity date. The company also agreed to lender board seats and consent rights over equity, debt, asset sales and key hires. Proceeds repaid the PEO line ($5.5 million) and part of the PEP III line ($1.5 million plus $500,000 interest), leaving $2.1 million due June 30, 2018, and $1.25 million commitment fee was paid with another $1.25 million underwriting fee due before February 1, 2019. The press release says the Shook pad wells are drilled, cased and cemented and completion plans are being finalised
27 Dec 2017capital raising announcement▼ BadMajor
On December 21, 2017 PetroShare borrowed $5 million from Providence Energy Ltd. (an affiliate of its existing Providence lender), secured on all its assets, at the greater of 3-month LIBOR or 1% plus 14%, and used it to pay overdue accounts payable. The lenders also got warrants for 1,500,000 shares at $0.01 and can name up to three directors, and the company needs their consent for new equity or debt, mergers, asset sales or key hires or firings. A further $20 million loan is expected around January 28, 2018, but is not certain; if it fails the $5 million is due by February 16, 2018 and a $250,000 fee is payable if the failure is not the lenders' fault. This is a significant shift of control toward lenders and the penny warrants could dilute shareholders.
1 Nov 2017capital raising announcement● NeutralMajor
The Series B offering ended with a final closing on October 26, 2017 ($405,000 from six investors), for $4,724,900 in total, of which ten officers and directors bought $570,000; commissions to GVC Capital totalled $204,203. The company also says it converted $5,166,800 of principal and $137,706 of interest into about 4.82 million shares at $1.10 when the stock was worth $1.38, and will book a loss in Q4 2017 for the cheaper conversion price. This completes the raise and conversion described earlier, and the figures differ slightly from the October 20 filing (4,936,799 and 4,488,000 shares).
20 Oct 2017capital raising announcement● NeutralMajor
On October 17, 2017 PetroShare sold another $2,624,900 of 15% Series B convertible notes to 53 investors, with a final closing expected October 23. Holders of the earlier 10% notes could convert twice their Series B purchase at $1.10 per share (instead of $1.50) by October 15; $4,936,799 of those notes were converted into 4,488,000 shares. This continues the Series B raise, and the conversions cut the 10% note debt but add shares for existing holders.
25 Sept 2017capital raising announcement▼ BadMajor
On September 25, 2017 PetroShare sold $1,695,000 of new 15% unsecured convertible notes (due December 31, 2018, convertible at $1.50) to 27 investors, including five officers and directors who bought $380,000. The Providence lenders consented and waived any default over the offering; in exchange the company must use the money only for drilling costs and upkeep on wells securing the Providence loans, issue 250,000 shares to Providence Energy Operators, raise the interest on the $5,000,000 initial credit line to 10% from September 1, and start paying interest in Q4 2017 and meet Providence at least twice a month on working capital. The filing also shows the supplemental line was cut by a $3,552,500 repayment on April 12 and its maturity extended to December 27, 2017. This is new, costlier borrowing on top of the 10% notes, and the stock issue and conversion rights could dilute holders.
16 June 2017auditor change● Neutral
On June 13, 2017 PetroShare's audit committee dismissed its auditor SingerLewak LLP and hired Eide Bailly LLP. The filing says SingerLewak's reports for 2016 and 2015 had no adverse opinion or qualification, and there were no disagreements or reportable events.
9 June 2017material agreement▼ BadMajor
On June 8, 2017 PetroShare agreed with its Providence lenders to push the supplemental credit line (about $3.6 million outstanding) from a June 13 maturity to July 18, 2017, with possible extension to December 27, 2017, and the interest rate rose from 8% to 10%. In return, Providence's option to take part in the company's acquisitions is widened to more townships and extended to June 1, 2019; if the line is not repaid by July 18, the option is expanded further and a second Providence affiliate gets an option on up to 10%. This shows the line was not repaid at its prior due date and the company gave up more of its acquisition rights to extend it.
6 Apr 2017asset acquisition disposition● NeutralMajor
PetroShare closed the Morning Gun purchase on April 3, 2017, which resolves the February agreement. Providence Energy Operators took 50% of the interest for about $1.3 million, leaving PetroShare about 1,462 net acres; its net price was $1,284,589 after a title-defect reduction, paid by the $258,250 deposit, $216,339 in cash and 450,000 new shares valued at $1.80 each. The shares are restricted from resale and add to the share count.
28 Feb 2017material agreement● NeutralMajor
On February 23, 2017 PetroShare agreed to buy oil and gas leases on about 5,879 gross (2,930 net) acres in Adams and Weld Counties, Colorado from Morning Gun Exploration LLC for $2,582,500, with closing due by March 23, 2017. Its main lender and working interest partner (Providence) agreed to take 50% of the company's interest, leaving PetroShare about 1,465 net acres, $458,750 in cash and 450,000 newly issued shares (valued at $1.85 each, $832,500) for its share. A $258,250 refundable deposit was paid, and the price can change after title and environmental checks. This continues the string of Wattenberg/DJ Basin acreage purchases shared with Providence; the share issuance would add shares for existing holders.
3 Feb 2017capital raising announcement● NeutralMajor
PetroShare completed the final closing of the private placement on January 30, 2017, raising $10,000,000 in total, including $4,731,950 in this last round from 42 investors for 94.64 units. The notes pay 10%, mature December 31, 2018 and convert at $1.50 per share, and the warrants allow purchases at $3.00 until December 31, 2019. The placement agent GVC Capital received $1,000,000 in commissions plus warrants for 666,600 shares at $1.50 expiring December 31, 2021. The company also now lists a new address in Englewood, Colorado. This completes the financing begun in December and adds convertible debt and warrants that could dilute shareholders.
26 Jan 2017capital raising announcement● NeutralMajor
On January 20, 2017 PetroShare held a second closing of its convertible note private placement, selling 66.509 units to 64 more investors for $3,325,450 and paying its placement agent $332,545. On January 24 it raised the over-subscription option to 80 units, lifting the maximum offering to $10,000,000. This continues the financing that began in December.
5 Jan 2017capital raising announcement● NeutralMajor
PetroShare began a private placement of units, each a $50,000 10% unsecured convertible note due December 31, 2018 plus 33,333 warrants at $3.00, with a target of up to 120 units ($6 million) and an option for 30 more. A first closing on December 30, 2016 raised $1,942,600 from 25 investors, including six officers or directors. Notes convert at $1.50 per share, so if converted they would dilute existing holders, and the money is meant for drilling, leasing, overhead and working capital. This is new financing beyond the Providence credit line.
28 Dec 2016asset acquisition disposition▲ GoodMajor
PetroShare closed the Crimson purchase on December 22, 2016, which resolves the November agreement. The assets are leases on about 15,514 gross (11,218 net) acres, all held by production, plus about 38 wells, of which 32 were producing about 62.9 BOE/D (31.45 net to PetroShare). The final price was $5,119,704 after an upward adjustment; Providence Energy Operators took 50% of the interest for $2.5 million and the rest was funded by a draw on the Providence Energy Partners III credit line, so the deal added to the debt on that line. Further price adjustments may follow within 90 days, and financial statements for the acquisition are due by March 10, 2017.
29 Nov 2016listing compliance notice▼ Bad
PetroShare Corp. withdrew a registration statement, abandoning the offering it covered.
28 Nov 2016material agreement▲ GoodMajor
On November 21, 2016 PetroShare agreed to buy oil and gas leases (about 15,994 gross / 11,169 net acres in Adams, Arapahoe, Elbert and Weld Counties, Colorado) and interests in about 38 wells (32 producing, six shut-in) from Crimson Exploration Operating for $5,000,000, with closing set for December 22, 2016. It paid a $500,000 refundable deposit, and its main lender and working interest partner agreed to buy 50% of the company's interest, so PetroShare's own share of the cost and assets would be about half. The closing is subject to environmental and title checks and the price can be adjusted.
9 Nov 2016listing compliance notice▲ GoodMajor
the New York Stock Exchange certified PetroShare Corp.'s securities for listing, clearing them to begin trading.
18 Oct 2016asset acquisition disposition● NeutralMajor
PetroShare closed the Dowell royalty purchase on October 14, 2016, and Providence took 50% of it. It also signed a new revolving credit line of up to $10 million with Providence Energy Partners III (an affiliate of its existing lender) at 8% interest, all due April 13, 2017. The line is secured by all its Wattenberg oil and gas assets, and the company has already borrowed $1.55 million on it. As part of the deal PetroShare assigned 10% of its working interest in the 378-acre Jacobucci area to the lender affiliate, cutting its interest in those wells to about 17.6% on average. The loan also bars new debt and asset sales over $100,000 a year, other than sales to Providence; the short maturity and security over its assets are the points for shareholders to watch.
12 Oct 2016material agreement● NeutralMajor
On October 5, 2016 PetroShare agreed to buy royalty interests in 10 Jacobucci wells from Phyllis Dowell for $1,900,000 cash, raising its net revenue interest in each well by about 2.3% on average. The wells are in Todd Creek Farms, where PetroShare is a non-operating participant. Closing was set for October 13, subject to title review, and the principal lender has an option on 50% of the interest, which would proportionately reduce PetroShare's cost and stake.
7 July 2016asset acquisition disposition▲ GoodMajor
PetroShare closed the PDC Energy purchase on June 30, 2016: leases on about 3,718 gross (2,690 net) acres in Adams County and about 72 wells producing roughly 125 BOE/D (62.5 net to PetroShare). The price fell from $5,154,630 to $4,611,833 because of a title-defect holdback; it could rise back up to $5,154,630 if the seller cures title within 60 days. This resolves the May agreement and also resolves the lender-option thread: Providence Energy Operators, the lender and 13.8% shareholder, took 50% of the interest, and a $2.6 million draw on the Providence line of credit helped pay for it. Separately, Douglas R. Harris joined the board as a sixth director with 25,000 shares and options on 25,000 more at $1.60.
3 June 2016material agreement● NeutralMajor
PetroShare signed an agreement on May 27, 2016 to buy from PDC Energy leases on about 4,800 gross (2,200 net) acres in Adams County and PDC's interest in about 72 wells, for $5,154,630, with $515,463 paid up front as earnest money. Closing was set for June 30, 2016, subject to title and environmental checks. The company expects its principal lender to exercise its option to take up to 50% of the interest, which would cut PetroShare's own share.
19 Apr 2016asset acquisition disposition● NeutralMajor
PetroShare bought leases on about 378 net acres in Section 5 of its Todd Creek Farms area in Adams County from The Equinox Group LLC for $576,122, on top of the Kerr-McGee acreage bought in March. It also gained the right to take part in up to 14 wells to be drilled by a third-party operator (average interest about 20%) and agreed to pay the seller's costs for them, but taking part depends on getting more working capital, which continues an earlier open question.
6 Apr 2016asset acquisition disposition▲ GoodMajor
PetroShare closed the purchase from Kerr-McGee Oil & Gas Onshore LP of leases on about 320 net acres in Adams County (Todd Creek Farms, Wattenberg Field) plus a 100% working interest in one well, for $1,180,547 cash, subject to price adjustments within 120 days. It also took on an obligation to take roughly 21.9% in two proposed third-party wells; the filing says participation in the planned wells depends on getting additional working capital. Its principal lender has an option to take up to 50% of PetroShare's interest in the leases and well, which the company expects to be exercised.
16 Nov 2015material agreement▲ GoodMajor
PetroShare agreed with underwriter Noble Financial Capital Markets to sell 4,260,000 new shares at $1.00 each in a firm commitment offering (company receives $0.90 per share), with a warrant to Noble for 255,600 shares at $1.25. This is the offering under the registration statement the company had been filing since 2014, and it is expected to close around November 19, 2015; new shares dilute existing holders. The company and its officers and directors agreed to a 180-day lock-up on selling stock.