14 Nov 2018listing compliance notice▼ BadMajor
REX ENERGY CORP terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
14 Nov 2018bankruptcy or receivership▼ BadMajor
The liquidation plan confirmed on October 16, 2018 took effect on November 14, 2018, earlier than the roughly October 31 date expected. All common and preferred stock (plus options and warrants) was cancelled without consideration and has no value, so shareholders receive nothing. The unsecured notes were also cancelled, though they may stay outstanding briefly solely to make the single final distribution already announced; the second-lien notes were cancelled too, with procedures set up to distribute to their holders under the plan and/or the purchase agreement. All remaining officers and directors resigned, and Tiffany King became the sole officer and director, signing as Plan Administrator. The company says it will file a Form 15 to suspend its SEC reporting and then stop filing reports. The filing also sets a December 14, 2018 deadline for administrative claims and for final professional fee applications.
22 Oct 2018bankruptcy or receivership▼ BadMajor
The bankruptcy court confirmed Rex's liquidation plan on October 16, 2018, with the effective date expected around October 31. Only second-lien noteholders are entitled to distributions; common stock, preferred stock and the unsecured 8.875% 2020 and 6.250% 2022 notes are cancelled on the effective date and receive nothing under the plan (the unsecured noteholders get one distribution on November 5, 2018 under the sale agreement). Remaining assets will be liquidated or abandoned. CEO Thomas Stabley and COO Robert Ovitz resigned effective September 28 upon the sale (Stabley stays a director); CFO Curtis Walker is now also principal executive officer during the wind-down.
1 Oct 2018asset acquisition disposition▼ BadMajor
On September 28, 2018 Rex completed the sale of substantially all its assets to PennEnergy Resources, LLC for $600.5 million, subject to adjustments, as set out in the August agreement (as amended September 28; court approved August 31). This completes the sale pending since the August 24 agreement; the filing again warns that securities trading prices may bear little relation to any recovery.
27 Aug 2018material agreement▼ BadMajor
On August 24, 2018 Rex cancelled the bankruptcy auction and chose PennEnergy Resources, LLC's bid, signing an agreement to buy substantially all assets for $600.5 million, subject to adjustments and court approval (hearing August 30). The price first repays the DIP loan and first-lien debt in full, then $162 million goes to second-lien noteholders and $2,775,000 to unsecured noteholders' trustee, with $1,725,000 for disputed lease claims; remaining cash covers wind-down costs, with any leftover going to second-lien holders. The filing states no payment to common or preferred holders, and warns that trading prices may bear little relation to any recovery. Closing is expected around September 28, 2018. This carries out the sale process set up in the May restructuring agreement.
18 May 2018bankruptcy or receivership▼ BadMajor
On May 18, 2018 Rex and certain subsidiaries filed for Chapter 11 bankruptcy in the Western District of Pennsylvania, ending the string of forbearance extensions. A restructuring support agreement was signed with the term loan agent, 100% of first-lien lenders and 71.8% of second-lien noteholders: a sale process for substantially all assets with a reserve price enough to repay the DIP and first-lien lenders in full, alongside a plan under which second-lien holders get any excess sale proceeds (or, if no sale, the DIP and first-lien lenders get 100% of the reorganized equity). A proposed $100 million DIP loan awaits court approval. The filing mentions no recovery for common or preferred holders; under the described plan terms, only lenders and second-lien holders receive value (the equity outcome is an inference at this stage and not stated here). The petition also accelerated the remaining debt, and the unsecured notes had already been accelerated.
11 May 2018material agreement● Neutral
On May 10, 2018 Rex and its term loan lenders signed a fourth forbearance agreement, holding off enforcement through May 17, 2018, and the lenders agreed to extend up to $6,185,567 of further delayed-draw loans even though the debt has been accelerated. On May 9 the second-lien noteholders also extended their forbearance to May 17. Defaults are not cured or waived. The filing says the extra time is to keep talking with lenders and stakeholders and to consider strategic financing proposals. This continues the series of short forbearance extensions.
9 May 2018debt financing▼ BadMajor
The 30-day grace period on the missed April 2, 2018 second-lien interest payment expired unpaid. On May 3, 2018 the trustee for the unsecured notes accelerated them: about $7.3 million of 8.875% 2020 notes and about $5.4 million of 6.250% 2022 notes are now immediately due. These are the small remnants of the older unsecured notes. The filing does not say whether they were paid.
3 May 2018debt financing▼ BadMajor
On April 27, 2018 the term loan agent gave notice accelerating all amounts owed, about $255 million excluding yield maintenance and call protection amounts. Enforcement is still blocked while forbearance runs, now extended to May 9, 2018. On May 3 some second-lien noteholders also agreed to forbear through May 9 on the missed interest default. The acceleration is itself a default under the second-lien indenture and the unsecured 8.875% 2020 and 6.250% 2022 notes' indentures.
24 Apr 2018material agreement▼ BadMajor
On April 23, 2018 Rex, the term loan agent, lenders and Macquarie Bank signed a third forbearance agreement extending the hold on enforcement to May 2, 2018, with room to extend further if the agent and Rex agree. Defaults remain uncured and unwaived, and acceleration is still possible. Rex continues to say talks with stakeholders, including holders of its notes, preferred stock and common stock, have no assured outcome.
19 Apr 2018listing compliance notice● NeutralMajor
REX ENERGY CORP's exchange filed to remove a class of its securities from listing.
17 Apr 2018material agreement▼ BadMajor
On April 16, 2018 Rex and its term loan lenders signed a second forbearance agreement extending the hold on enforcement to April 23, 2018. It lets Rex borrow $34,129,754.54 of delayed-draw loans to cash collateralize existing letter-of-credit exposure. The defaults are not cured or waived, and the lenders can still accelerate. Rex says it is still seeking a deal with lenders and security holders, with no assurance of one.
9 Apr 2018listing compliance notice▼ BadMajor
On April 3, 2018 Nasdaq issued a staff determination that Rex's common stock will be suspended at the open on April 12, 2018 and delisted, and Rex does not plan to appeal. This follows the Nov 2017 equity shortfall notice: Nasdaq had extended deadlines to March 12 (sign a restructuring agreement) and May 15, 2018 (shareholder approval and closing), and Rex had no restructuring agreement by the first date. The stock may be quoted on the OTC Bulletin Board or Pink marketplace only if a market maker applies and Rex is current in its reporting, which is not assured.
3 Apr 2018material agreement▼ BadMajor
Rex missed the April 2, 2018 interest payment on its second-lien notes, which triggered a cross-default under the April 2017 term loan. It also has financial reporting defaults under that loan. On April 3 the term loan lenders agreed to hold off enforcement until April 16 but did not waive the defaults, and they can still accelerate the debt. Rex says it wants time to talk with lenders and holders of the notes, preferred stock and common stock about a possible restructuring, with no assurance of a deal.
14 Mar 2018material agreement● NeutralMajor
On March 13, 2018 Rex agreed to sell its non-operated interests in 61 wells in Westmoreland, Centre and Clearfield Counties, PA to XPR Resources, and its 40% stake in RW Gathering to COG2 (an XPR affiliate). Expected total is about $17.2 million, effective Jan 1, 2018, with closing expected within 15 days. The filing calls the acreage non-core. This continues the pattern of asset sales; the Westmoreland interests were tied to the earlier Williams relationship, which is an inference from context.
22 Nov 2017listing compliance notice▼ BadMajor
Nasdaq told Rex on Nov 16, 2017 that it fails the minimum listing rule because stockholders' equity at Sept 30, 2017 was under $2.5 million and it meets neither alternative test (market value of listed securities or net income from continuing operations). Trading is unaffected for now; Rex has until Jan 2, 2018 to submit a compliance plan, and Nasdaq could allow up to 180 days from Nov 16 if it accepts the plan. Otherwise delisting is possible.
2 May 2017debt financing▼ BadMajor
On April 28, 2017 Rex replaced its bank revolver with a new $300M secured term loan from Angelo, Gordon and other lenders: a $143.5M term loan plus a $156.5M delayed-draw loan available until April 28, 2018. Interest is LIBOR (1% floor) plus 8.75%, much costlier than a bank revolver. It matures April 28, 2021, or earlier, six months before the 2020 second-lien notes mature, unless under $25M of them remain. Early repayment carries penalties, with 3.0% call protection for 30 months, and Rex must prepay from asset sales, equity issuances and excess cash flow. It also faces covenants on senior secured debt to EBITDAX, PDP coverage and interest coverage. The loan is secured on substantially all of Rex's assets and guaranteed by its subsidiaries. This supersedes the revolver and its $190M borrowing base.
17 Jan 2017material agreement● NeutralMajor
The Warrior South sale to Antero closed on Jan 11, 2017, resolving the Jan 4 agreement, with proceeds going to pay down the revolver. A Twelfth Amendment to the credit agreement keeps the borrowing base at $190M after the sale and cuts the letter-of-credit commitment to the greater of $40M and a formula based on $50M. Rex also issued a 2017-2018 plan: 2017 net capital spending of $70-80M, 2017 production of 194-204 MMcfe/d, and 2018 spending of $20-40M with production of 223-233 MMcfe/d, all excluding divested assets. These are company forecasts, not results.
4 Jan 2017material agreement● NeutralMajor
On Jan 3, 2017 Rex's subsidiary R.E. Gas Development, with partners MFC Drilling and ABARTA, agreed to sell its Warrior South assets in Noble, Guernsey and Belmont Counties, Ohio to Antero Resources for $50M total, about $30M net to Rex. The sale covers 14 gross wells producing 15 Mmcfe/d (9 net to Rex) and about 6,200 gross acres (4,100 net), which Rex calls non-core. Closing is expected in Q1 2017, with proceeds to pay down the revolver and for general purposes. Rex says its bank lenders approved keeping the $190M borrowing base after closing.
12 Oct 2016capital raising announcement● Neutral
Rex reported that, by Oct 6, 2016, further private swaps of old notes for stock took its share issuance past 1% of the shares outstanding at its last 10-Q. It issued 1,046,361 shares (about 1.0% of shares outstanding after issuance) on Oct 7 for $957,000 of 8.875% 2020 notes, $337,000 of 6.250% 2022 notes and accrued interest. This continues the debt-for-stock swaps with small amounts of debt retired and more dilution. Rex says it may buy back or exchange more notes.
25 July 2016capital raising announcement● NeutralMajor
On July 21, 2016 one noteholder swapped $43.5M of the 1.00%/8.00% second-lien notes due 2020 for about 16.8M new common shares, and the notes were cancelled. Rex says this cuts debt by $43.5M and saves about $11.1M of interest, and that debt is down about $84.0M since the end of Q1 with over $22M of interest savings. The cost to common holders is dilution (16.8M new shares), and Rex says it plans similar deals.
6 July 2016material agreement▲ GoodMajor
Rex signed an Eleventh Amendment to its bank credit agreement (July 1, 2016). It keeps the borrowing base at $190M with no cut after the Illinois Basin sale, gives flexibility on how the sale proceeds are used, waives the current ratio test for the June 30, 2016 quarter, and adds a new minimum PDP coverage ratio of 1.65 to 1.00. Rex also announced that its registered exchange of the second-lien notes expired June 29, 2016 with 99.99% of the $631,458,573 of notes tendered; this resolves the open registration-rights thread, and the new notes have substantially identical terms.
21 June 2016capital raising announcement▼ Bad
On June 20, 2016 Rex agreed to swap 102,450 preferred depositary shares for 730,000 new common shares (about 1.0% of shares outstanding after issuance), closing about June 21. This continues the preferred-to-common swaps begun in April and the June 6 deal, so existing common holders are diluted further and less preferred stock remains. Rex says it may buy back or exchange more preferred.
17 June 2016listing compliance notice▼ BadMajor
Rex agreed on June 14, 2016 to sell all its Illinois Basin oil and gas properties (about 76,000 net acres in Illinois, Indiana and Kentucky, producing about 1,700 net barrels a day) to Campbell Development Group for about $40M at closing, plus up to $10M more over three years depending on commodity prices. Closing is expected around Aug 16, 2016. Separately, Nasdaq notified Rex that its share price had stayed below $1.00 for 30 business days. This is the formal deficiency notice following the Feb 2016 warning, and the deadline is now Dec 12, 2016 (the earlier Aug 23 deadline in the context is superseded). Rex may move to the Nasdaq Capital Market for a further 180 days and says it will consider a reverse split.
10 June 2016capital raising announcement● Neutral
On June 6, 2016 Rex agreed to exchange 600,000 preferred depositary shares for 4,350,000 common shares (about 5.6% of shares outstanding after issuance), closing by June 13. This continues the conversion of preferred stock into common stock begun in April, which dilutes existing common holders and reduces the preferred outstanding. Rex says it may repurchase more preferred shares.
13 May 2016business combination● Neutral
This is a technical amendment to the May 11 registration statement for the second-lien note exchange. It only adds the data files (XBRL exhibits) and restates the exhibit list and cover page, with no change to the offer or its terms.
11 May 2016business combination● Neutral
Rex filed a registration statement to let holders of the $631,458,573 of second-lien notes issued on March 31, 2016 swap them for identical notes registered with the SEC and freely tradable. This fulfils the registration rights promised with the March exchange offer and does not raise new money or change the terms of the debt. The expiry date is not yet set.
22 Apr 2016capital raising announcement● Neutral
On April 19, 2016 Rex agreed with one holder to swap $17.225 million of its 2020 notes and $9.705 million of its 2022 notes for 5,221,909 common shares (about 7.1% of shares outstanding after issuance), issued April 22, with accrued interest waived. This retires some of the old notes left after the March exchange offer, at the cost of further dilution to common holders. Rex says it may do more such deals.
18 Apr 2016capital raising announcement● Neutral
On April 17, 2016 Rex agreed with one holder to swap 137,500 preferred depositary shares and $2,198,474 of the new second-lien notes for 1,924,618 common shares (about 2.8% of the shares outstanding after issuance), with accrued dividends and interest waived. Closing was expected around April 20. This continues the move of preferred stock and debt into common stock, and adds to dilution for common holders. Rex says it may do more such deals.
31 Mar 2016capital raising announcement● NeutralMajor
On March 31, 2016 Rex completed its exchange offer. Holders of $323.98 million (92.57%) of the 2020 notes and $309.135 million (95.12%) of the 2022 notes tendered, and received $633,657,047 of new 1.00%/8.00% second-lien notes due 2020 plus 8,412,615 new common shares. The new notes pay 1% interest for the first three semi-annual payments, with first payment October 1, 2016, and 8% cash after that, and they sit behind the bank credit facility. The old-note indentures were stripped of covenants on borrowing and liens, so the small remaining unexchanged old notes have weaker protections. This resolves the exchange offer thread, replacing most unsecured debt with secured debt at lower near-term interest and adding new shares that dilute existing holders. The Registration Rights Agreement requires an exchange offer into registered notes within about 360 days.