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.
8 Aug 2018quarterly activities report▼ Bad
REX ENERGY CORP reported quarterly revenue of $75.2 million and a net loss of $2.7 million for the period ended 2018-06-30.
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.
15 May 2018quarterly activities report▼ Bad
REX ENERGY CORP reported quarterly revenue of $63.9 million and a net loss of $69.8 million for the period ended 2018-03-31.
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.
9 May 2018agm notice● Neutral
REX ENERGY CORP announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).
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 2018agm notice● Neutral
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).
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.
3 Apr 2018late filing notice▼ Bad
REX ENERGY CORP notified the SEC that its annual report would be filed late.
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.
24 Jan 2018director interest notice● Neutral
REX ENERGY CORP CFO Thomas Rajan disposed of 25,769 shares via option/appreciation-right settlement.
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.
14 Nov 2017quarterly activities report▼ Bad
REX ENERGY CORP reported a quarterly net loss of $46.5 million for the period ended 2017-09-30.
14 Nov 2017quarterly activities report▼ Bad
REX ENERGY CORP reported a quarterly net loss of $46.5 million for the period ended 2017-09-30.
12 Sept 2017director interest notice● Neutral
REX ENERGY CORP SVP, General Counsel and Secr. Jennifer L Mcdonough disposed of 17,029 shares via option/appreciation-right settlement.
5 Sept 2017director interest notice● Neutral
REX ENERGY CORP director Jack N Aydin exercised stock options for 1,182 shares and disposed of 2,364 shares.
5 Sept 2017director interest notice● Neutral
REX ENERGY CORP Sr. VP, Exploration Manager David E Pratt had 163 shares withheld for taxes on vesting stock.
5 Sept 2017director interest notice● Neutral
REX ENERGY CORP director John A Lombardi exercised stock options for 1,473 shares and disposed of 2,946 shares.
5 Sept 2017director interest notice● Neutral
REX ENERGY CORP CFO Thomas Rajan had 1,874 shares withheld for taxes on vesting stock.
5 Sept 2017director interest notice● Neutral
REX ENERGY CORP Chief Accounting Officer Curtis J Walker had 757 shares withheld for taxes on vesting stock.