Each one in plain English, with the numbers worked through for a shareholder.
20 June 2014capital raising announcement▲ GoodMajor
Ring closed a $30,000,015 private placement of 2,000,001 shares at $15.00 each on June 18, 2014, placed by SunTrust Robinson Humphrey and Global Hunter Securities. It must register those shares for resale within 30 days of closing. It also committed to a new five-year SunTrust-led revolving credit facility with a $150 million maximum and a $40 million initial borrowing base, replacing a prior facility with a $25 million borrowing base. The press release says the funds will let Ring step up leasing and accelerate Permian drilling, including adding a third rig in late Q3 or early Q4 2014, and keep pursuing acquisitions. The credit facility was a commitment, not yet a signed final agreement. The raise price of $15.00 is far above the $4.00 raises of 2011-12.
4 Mar 2014asset acquisition disposition▲ GoodMajor
Ring closed the Raw Oil & Gas/JDH/Smith Energy purchase for about $6.45 million, adding roughly 1,577 net acres next to its existing Permian Basin position in Andrews and Gaines Counties, with existing production already over 92% oil.
Now headquartered in Midland, Ring agreed to buy more Permian Basin oil and gas assets in Andrews County, Texas from Raw Oil & Gas, JDH Raw Energy and Smith Energy for $7 million cash plus a per-acre payment for undeveloped leasehold, continuing to build out its core acreage position.
Ring brought in Torchlight Energy Resources to fund development of its ~17,000-acre Kansas leasehold: Torchlight will pay 100% of drilling costs until it matches Ring's roughly $6.2 million in existing costs there, then the two split costs and production 50/50 on an initial ten planned wells - a capital-light way for Ring to accelerate Kansas drilling without more dilution.
Ring's auditor changed for the third time in six years, again due to a firm merger (Hansen, Barnett & Maxwell into Eide Bailly) rather than any dispute - a pattern of industry consolidation rather than a company-specific concern.
Ring corrected an earlier November 26, 2012 report. The 312,500 shares each issued to Calvin R. Hullum, Jr. and Charles M. Crawford were issued in the merger for their companies, CRH Mississippi South Fund and Pontious Mississippi South Fund, not for the outstanding shares of Stanford as first stated. This concerns the CRH/Pontious merger, a separate acquisition from the Stanford deal. The filing is a correction only and adds no new transaction.
26 Nov 2012asset acquisition disposition▲ GoodMajor
Ring closed the Kansas acquisition, paying about $2.28 million cash (slightly reduced for a title shortfall on one lease) and issuing 625,000 shares to give it its first Kansas production base alongside its existing Texas acreage.
Barely months after closing Stanford, Ring signed a second acquisition: a merger with two Oklahoma holding entities, CRH and Pontious Mississippi South Fund, to pick up roughly 11,000 net acres of producing Kansas oil and gas leases for $2.32 million cash plus 625,000 shares.
Ring completed the Stanford Energy acquisition, issuing shares that gave Stanford's two owners about 34% of Ring and a $10 million bank credit line came with the deal. One of those owners, Tim Rochford, is CEO Steve Owens' brother-in-law, making this a related-party change of control as much as an arm's-length purchase.
Ring signed the definitive all-stock agreement to acquire Stanford Energy, adding Stanford's two owners as directors, moving headquarters to Tulsa, and raising its total bridge loans to Stanford to $1.5 million. It also closed a separate placement of 823,524 shares at $4.25, raising about $3.5 million in fresh cash.
Ring switched auditors again, from Haynie & Company to Hansen, Barnett & Maxwell, with no disagreements reported. The new firm had already been reviewing the books ahead of the pending Stanford Energy combination to get the acquisition accounting right before it closed.
Ring closed the Patriot Royalty lease purchase, paying about $100,000 for an 89.5% leasehold interest in the Andrews County acreage - undeveloped land with no wells yet on it.
Separately from the Stanford deal, Ring agreed to buy about 161 acres of Andrews County, Texas leasehold from Patriot Royalty & Land for roughly $113,000, and put money in escrow for another small nearby lease from Fisher Royalties.
Ring corrected its January 20, 2012 report on the two $4.00-per-share private stock sales. The first offering was 1,167,504 shares for $4,670,016 (the original report omitted four shares). The second had sold 1,071,180 shares for $4,284,720 as of January 30, 2012 (the original overstated it by 12,000 shares). Costs were $4,847 and $4,165 respectively. Note the corrected first-offering proceeds ($4,670,016) are lower than the original figure ($4,760,000), even though the share count rose by four.
Ring and Stanford Energy revised their deal: the $8 million cash component was dropped in favor of an all-stock exchange (3.44 million Ring shares), and Ring disclosed it had already advanced Stanford $1 million in loans ahead of closing.
20 Jan 2012capital raising announcement● NeutralMajor
Ring reported two private stock sales at $4.00 per share, both to accredited investors with no underwriting fees. The first closed December 23, 2011: 1,167,500 shares for $4,760,000 from 27 investors. A second round, begun the same day, had sold 1,083,180 shares for $4,334,720 to 36 investors by the report date. This follows the exempt private placement notices filed in December 2011 and January 2012. The filing does not say what the money will be used for.
Looking for a bigger foothold after its first well failed, Ring signed a non-binding letter of intent to buy Stanford Energy and its Andrews County, Texas oil and gas interests for $8 million cash plus 2 million shares, paying a $250,000 non-refundable fee to secure the deal.
Ring's first well, on the Howard County prospect, came up dry in both zones it tried and was fully written off. Ring also declined to fund further drilling there, effectively walking away from its first oil and gas bet.
Now renamed Ring Energy, the company left mining behind and made its first oil and gas move: a 25% working interest in a single Howard County, Texas prospect operated by Big Star Oil and Gas, for a $35,750 fee plus its share of a $300-400K well.
Transglobal Mining's auditor Amisano Hanson resigned after merging into BDO Dunwoody, which took over as accountant. No disagreements were reported; a routine firm-consolidation change, not a red flag.
As Transglobal Mining Corp (renamed from Blanca Corp), the future Ring Energy took an option with China Eastern Mining to develop shafts on a Chinese gold property, splitting any profit 65/35. This was the shell's original business, years before it became a Texas oil and gas company.
