15 May 2012quarterly activities report▼ Bad
Sable Natural Resources Corp reported a quarterly net loss of $6.6 million for the period ended 2012-03-31.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
10 May 2012business combination▼ BadMajor
On May 4, 2012 the Francis Drilling Fluids business was sold by merger to unaffiliated FDF Resources Holdings LLC for $62,500,000, so the company no longer owns it. The filing says WayPoint directed the sale after the company defaulted under the forbearance agreement (WayPoint gave notice of default on November 14, 2011) and the company did not control its timing or price. After paying debts including PNC, the WayPoint put amount, expenses and other items, the subsidiary received about $4,481,000 in cash; $6,250,000 is held in escrow, with releases at 18 and 36 months. The company also received $812,500 of accrued management fees, $110,279 of expense reimbursement and $150,000 from WayPoint, and mutual releases were signed. This ends the Francis/WayPoint saga that began in November 2010. The filing text is truncated, so the later terms of the Omnibus Agreement are not covered.
30 Mar 2012late filing notice▼ Bad
Sable Natural Resources Corp notified the SEC that its annual report would be filed late.
20 Jan 2012director interest notice● Neutral
Buccel LLC became a Sable Natural Resources Corp company insider (initial ownership filing).
20 Jan 2012substantial holder notice● Neutral
S. S. NOS. OF ABOVE PERSONS Buccel LLC disclosed a new substantial Sable Natural Resources Corp shareholding (7.20% of votes).
23 Nov 2011director interest notice● Neutral
Bryan A Sinclair became a Sable Natural Resources Corp VP and CFO and company insider (initial ownership filing).
21 Nov 2011quarterly activities report▼ Bad
Sable Natural Resources Corp reported a quarterly net loss of $1.5 million for the period ended 2011-09-30.
14 Nov 2011late filing notice▼ Bad
Sable Natural Resources Corp notified the SEC that its quarterly report would be filed late.
4 Nov 2011material agreement▲ Good
On November 3, 2011 (effective November 1), PNC Bank waived the existing defaults on the senior credit facility, including the missed fixed charge coverage ratio and reporting covenants. The amendment tightens terms: it requires third-party financing on certain unencumbered FDF real property within 180 days, sets monthly limits on capital spending, and modifies other covenants. This resolves the PNC default from April 2011, but the WayPoint issue is not addressed in this filing.
6 Oct 2011material agreement▼ BadMajor
On September 30, 2011 the company and its Francis subsidiaries signed a forbearance agreement: WayPoint agreed to hold off enforcing its rights over the defaults and the unpaid $30 million put demand. In return, the company must recapitalize within 60 days by repurchasing WayPoint's securities for $32,371,264 (as of September 30, 2011) plus default-rate interest and legal fees, and it must find a lead investor within 35 days or show progress. WayPoint also agreed not to exercise its warrants for a majority of the stock or change officers and directors during the period. This is a temporary reprieve, not a fix.
20 Sept 2011securities registration● Neutral
Sable Natural Resources Corp filed the final prospectus for a registered offering.
19 Aug 2011securities registration● Neutral
Sable Natural Resources Corp amended a filing by which it registered a securities offering with the SEC.
12 Aug 2011quarterly activities report● Neutral
Sable Natural Resources Corp reported a quarterly net income of $11.4 million for the period ended 2011-06-30.
2 Aug 2011director interest notice● Neutral
Sable Natural Resources Corp director Jonathan C Rich received a stock option grant for 13,200 shares.
2 Aug 2011director interest notice● Neutral
Jonathan C Rich became a Sable Natural Resources Corp director and company insider (initial ownership filing).
13 July 2011securities registration● Neutral
Sable Natural Resources Corp amended a filing by which it registered a securities offering with the SEC.
30 June 2011securities registration● Neutral
Sable Natural Resources Corp filed notice of an exempt private placement.
30 June 2011securities registration● Neutral
Sable Natural Resources Corp filed notice of an exempt private placement.
2 June 2011listing compliance notice▼ Bad
Sable Natural Resources Corp withdrew a registration statement, abandoning the offering it covered.
16 May 2011quarterly activities report▼ Bad
Sable Natural Resources Corp reported a quarterly net loss of $16.8 million for the period ended 2011-03-31.
10 May 2011debt financing▼ BadMajor
PNC Bank (April 13, 2011) and WayPoint (April 14, 2011) gave notices of default after covenants were missed as of November 30, 2010 and February 28, 2011; the company cites integration difficulties at Francis Drilling Fluids and higher than expected capital spending there. On May 4, 2011 WayPoint demanded the company repurchase its warrants and preferred stock for $30,000,000 within five business days. The company says it does not expect to have the funds in time, and is negotiating, with no assurance of success. This turns the financing behind the Francis deal into a serious problem.
15 Apr 2011securities registration● Neutral
Sable Natural Resources Corp registered a securities offering with the SEC.
1 Apr 2011late filing notice▼ Bad
Sable Natural Resources Corp notified the SEC that its annual report would be filed late.
31 Mar 2011director interest notice● Neutral
William G Brehmer became a Sable Natural Resources Corp Vice President and COO and company insider (initial ownership filing).
31 Mar 2011director interest notice● Neutral
Michael G Francis became a Sable Natural Resources Corp 10%+ owner and company insider (initial ownership filing).
31 Mar 2011director interest notice● Neutral
Sable Natural Resources Corp Vice President and CFO Kenneth Conte received 600,000 shares as part of the equity award.
31 Mar 2011director interest notice● Neutral
Kenneth Conte became a Sable Natural Resources Corp Vice President and CFO and company insider (initial ownership filing).
31 Mar 2011director interest notice● Neutral
Michael K Galvis became a Sable Natural Resources Corp President and CEO and company insider (initial ownership filing).
31 Mar 2011director interest notice● Neutral
Georgianna Hanes became a Sable Natural Resources Corp Secretary and Treasurer and company insider (initial ownership filing).
27 Jan 2011capital raising announcement● Neutral
On January 21, 2011, the company accepted a further $420,000 of Series A Preferred Stock subscriptions, bringing the total raised in that offering to $6,000,000, and it will take no more. Each $100,000 unit included a warrant for 30,000 common shares at $2.00 for three years. National Securities Corporation was the placement agent, with fees of 10% or 3.5% of proceeds depending on the investor, plus agent's warrants.
What it means for a shareholder
30,000 new shares at $2.00 to raise about $100,000. That's 0.114% dilution: every existing holder's slice gets 0.114% smaller. If you held $1,000 of shares (500 at the issue price), your slice goes from 0.00191% to 0.0019% of the company. To keep it you'd need 1 more shares - about $2 at the issue price.
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