Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
Oasis Management Company Ltd, Oasis Investments II Master Fund Ltd, Seth Fischer disclosed a new substantial REX ENERGY CORP shareholding (4.60% of votes).
REX ENERGY CORP shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
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.
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.
REX ENERGY CORP shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
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.
On March 14, 2016 Rex signed a Tenth Amendment to its bank credit agreement. It now allows up to $681 million of new second-lien notes for the exchange offer (up from $480 million), raises the mortgage requirement on oil and gas properties from 90% to 95% (100% for certain Moraine East and Warrior North properties), and caps balance-sheet cash at $15 million, with any excess used to pay down the credit facility. Rex told lenders it does not expect to meet the current-ratio covenant at March 31, 2016 and received a waiver for that quarter. Separately, the borrowing base falls from $200 million to $190 million from April 1, 2016, and any borrowings above that level are to be repaid on April 1. This is another tightening of the bank terms set in the February Ninth Amendment.
Franklin Resources, Inc, Charles B. Johnson, Rupert H. Johnson, Jr, Franklin Advisers, Inc reported a REX ENERGY CORP shareholding of 4,268,308 shares (7.20% of votes) in a periodic institutional filing.
On March 1, 2016 Rex signed a joint development agreement with OhPa Drillco (a Benefit Street Partners affiliate) covering 58 wells in Moraine East and Warrior North. Drillco funds 15% of costs in Moraine East and 65% in Warrior North in exchange for matching working interests, with total consideration expected at $175 million, $37 million of it committed at closing for the first 22 wells. Rex expects about $20 million of reimbursement once the first 15 wells are flowing. The attached press release also says the exchange offer for the 8.875% 2020 and 6.250% 2022 notes was extended to March 22, 2016; tenders so far were about $137.8 million (39.38%) of the 2020 notes and $129.8 million (39.95%) of the 2022 notes, offered for up to $480 million of new 10.00% second-lien notes and 10,125,000 shares.
Nasdaq told Rex on Feb 25, 2016 that its stock had closed below $1.00 for 30 consecutive business days, breaching a listing rule. Trading is unaffected for now, and Rex has until Aug 23, 2016 to get back above $1.00 for 10 straight days, with a possible further 180 days if it moves to the Nasdaq Capital Market. Rex says it is considering options including a reverse stock split or a transfer to the Capital Market.
Hirzel Capital Management LLC, Zac S. Hirzel, Hirzel Capital Master Fund, L.P reported no remaining REX ENERGY CORP shareholding in its periodic institutional filing.
Franklin Resources, Inc, Charles B. Johnson, Rupert H. Johnson, Jr, Franklin Advisers, Inc reported a REX ENERGY CORP shareholding of 8,705,922 shares (14.70% of votes) in a periodic institutional filing.
On Feb 3, 2016 Rex signed a Ninth Amendment cutting the credit facility borrowing base from $350 million to $200 million. It permits up to $480 million of new second-lien notes for a note exchange, requires mortgages on 90% of oil and gas properties (from 80%), and raises borrowing costs by 75 bps. The same filing gives preliminary 2015 results: production averaged 195.8 MMcfe/d (up 26.8%), revenues fell with lower prices, and Rex expects a $340-350 million impairment and a net loss to common shareholders of $365-385 million. The reduced borrowing base reverses the earlier $350 million level; the amendment also sets up the exchange offer for the 2020 and 2022 notes.
REX ENERGY CORP announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).
REX ENERGY CORP shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
REX ENERGY CORP shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
Rex signed an Eighth Amendment to its revolving credit agreement on Sept 4, 2015, and the bank group reaffirmed the $350 million borrowing base set in the Seventh Amendment. The amendment lets Rex spend up to $25 million in total on buying back its stock or senior notes, if it keeps at least $200 million of liquidity and does not use borrowed money for it. It also raises the cap on Eurodollar borrowings from six to ten and ties hedging limits to total proved reserves. Permission to buy back is not a decision to do so; the filing does not say any repurchase has been made.