Each one in plain English, with the numbers worked through for a shareholder.
19 Mar 2020security holder rights change● Neutral
Tengasco's board extended by one year (to March 2021) a shareholder rights plan designed to protect its net operating loss tax carryforwards by discouraging any shareholder from crossing a 4.95% ownership threshold -- a tax shield, not a traditional anti-takeover pill.
Tengasco announced it had hired a financial advisor and begun reviewing potential business-combination alternatives -- the start of the process that would lead to its 2021 merger with Riley Exploration -- Permian.
26 Jan 2018asset acquisition disposition● NeutralMajor
Tengasco sold its last Tennessee assets -- the methane-recovery facilities at the Carter Valley landfill -- to Tennessee Renewable Group for $2.65 million, completing its exit from Tennessee (following the 2013 sale of its Swan Creek field and pipeline) and leaving its Kansas oil properties as the company's only remaining operations.
Tengasco's auditor Hein & Associates merged into Moss Adams, which took over as the company's independent accounting firm; a routine succession with no disagreements.
ICN Fund's tender offer expired October 13, 2015 without enough shares tendered to meet its majority-ownership condition -- the hostile bid failed and Tengasco remained independent.
ICN Fund extended its offer again to September 23, 2015, disclosing that only about 6.2 million of Tengasco's roughly 57.6 million shares had been tendered so far -- well short of the majority needed -- evidence the board's rejection recommendation was working.
Tengasco's board expanded on its rejection rationale, noting the ICN offer price was 20% below the stock's average price over the prior year and reflected depressed industry-wide oil prices rather than the company's underlying reserve value.
ICN Fund I, LLC launched an unsolicited cash tender offer to buy all of Tengasco's outstanding shares at $0.2736 per share (about $15.75 million total).
Tengasco filed a preliminary proxy for its annual meeting on 2011-06-20. Shareholders will vote on electing five directors (Bailey, Behrent, Brooks, Clendening and Salas), moving the company's incorporation from Tennessee to Delaware, and ratifying Rodefer Moss & Co, PLLC as auditor. Dolphin Offshore Partners, with Peter Salas as Chairman, holds 34.8% of the 60,687,413 shares outstanding, continuing its role as the dominant holder. The Delaware move is the first step toward the state of incorporation the company has today, though the visible text does not state the reason for it, and no business combination appears in the text shown.
F&M Bank's periodic review raised Tengasco's borrowing base from $14 million to $20 million (with a $40 million maximum line) and extended the facility to January 2013.
Tengasco's credit facility was reassigned again, from Sovereign Bank to F&M Bank & Trust of Dallas, which raised the borrowing base to $14 million on improved terms and extended the maturity to January 2012.
Sovereign Bank's semiannual review raised Tengasco's borrowing base slightly to $11 million, though it is set to step back down to $10.25 million by early 2010 -- a sign of tightening credit terms as oil prices remained weak after the 2008-09 crash.
2 July 2008asset acquisition disposition▲ GoodMajor
Tengasco closed the Black Diamond acquisition (the 'Riffe field'), adding producing wells and equipment in Rooks County, Kansas, funded mainly through the recently expanded Sovereign Bank credit line.
Tengasco agreed to buy Black Diamond Oil's Rooks County, Kansas oil-producing properties for $5.35 million, and Sovereign Bank raised its borrowing base from $7 million to $11 million to help fund the deal.
Tengasco's credit facility was reassigned from Citibank to Sovereign Bank of Dallas, which raised the borrowing base from $3.3 million to $7 million; the company drew $4.2 million to pay off the Citibank balance.
Tengasco signed a second Hoactzin-funded drilling program, this time for ten Kansas wells, with Hoactzin paying $400,000 per productive well and $250,000 per dry hole (total $2.5-4 million) -- continuing the same funding partnership from 2005.
Tengasco entered a new $50 million revolving credit facility with Citibank Texas, replacing its reliance on related-party Dolphin financing with a conventional bank line secured by its oil and gas properties; initial draw was $2.6 million.
Tengasco brought in Hoactzin Partners to fund a 12-well Kansas drilling program; in exchange, Hoactzin surrendered $2.514 million of the company's promissory notes (previously assigned to it) tied to the earlier Dolphin-financed preferred-stock buybacks, extinguishing that obligation.
24 Aug 2005capital raising announcement● NeutralMajor
Tengasco retired all of its Series B and C preferred stock, a total of $5,113,045.39 in face value plus accrued dividends and interest, by letting holders choose cash or common stock. Holders of about 54.3% took cash totalling $1,814,184.30, funded mainly by a new $1,814,000 loan from Dolphin Offshore Partners (12% interest, secured on company assets, due 2005-12-31). The rest, including Dolphin, took 9,567,620 new common shares, of which 4,595,040 go to Dolphin, so common shareholders are diluted and Dolphin's stake and lending exposure both grow. The same filing extends Dolphin's existing $700,000 note from 2005-08-20 to 2005-12-31 on the same terms, continuing the company's reliance on Dolphin.
Tengasco sold its Rush County, Kansas gas-producing properties to Bear Petroleum for $2.4 million, using the proceeds to pay down its note to related-party lender Dolphin Offshore Partners from $2.5 million to $150,000.