PRIMEENERGY RESOURCES CORP

PrimeEnergy sold its Martin County, Texas (Permian) leases, well and equipment to Guidon Operating for $30.95 million, with the sale closing the same day the agreement was signed.

asset acquisition disposition

NASDAQ issued PrimeEnergy a reprimand letter over a board-independence lapse: director Clint Hurt sat on the Audit and Compensation Committees while his affiliated company received ongoing payments from PrimeEnergy for a well interest, a related-party conflict that breached independence rules. The company had already resigned Hurt from both committees and cured the deficiency before the letter arrived.

listing compliance notice

Following SEC comments, PrimeEnergy restated its 2005-2008 financials to correct the accounting for its 2005 Gulf of Mexico partnership deal with GE - switching from proportionate to full consolidation and adjusting the gain recognized on the sale of assets into that partnership. The restatement trimmed 2005 net income by $2.35 million and made small upward adjustments to 2006, 2007 and early-2008 results.

financial restatement

PrimeEnergy's subsidiary F-W Oil Exploration formed a new partnership with GE Commercial Finance affiliate TIFD III-X to hold its offshore Gulf of Mexico oil and gas properties: FWOE contributed its properties for a 20% general-partner stake plus a $42.9 million cash distribution (partly used to repay bank debt), while the new partnership separately bought out minority shareholders' interests for $27.7 million - a $70.6 million transaction entirely funded by GE.

asset acquisition disposition

PRIMEENERGY RESOURCES CORP deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice