Sable Offshore Corp.

Sable refinanced its way out of the expensive Exxon loan: it issued $345 million of 6.5% convertible notes due 2031 (convertible at roughly $4.00/share, reflecting how far the stock has fallen from its original $10 SPAC/PIPE price) and combined that with a concurrent stock offering and a new Term Loan B to fully repay the Exxon secured term loan.

debt financing

With the Exxon term loan still outstanding and production apparently still not restarted, Sable and Exxon extended the loan again -- this time by only about a month, to July 24, 2026 -- for a $30 million fee, while Exxon temporarily waived Sable's minimum-liquidity covenant. The filing signals a permanent refinancing was being arranged before the new deadline.

material agreement

Sable raised $250 million in a private stock placement, clearing the $225 million bar Exxon had set, and the term-loan amendment (extended maturity, 15% rate) took effect.

material agreement

Nearly two years after buying the Santa Ynez assets, Sable still had not restarted production. Exxon agreed to extend its secured term loan's maturity (to March 2027, or 90 days after oil first flows again, if sooner) but raised the interest rate from 10% to 15% and required Sable to raise at least $225 million in new equity plus keep a $25 million minimum cash cushion -- conditions Sable was not yet guaranteed to meet.

material agreement

Sable raised about $283 million in a follow-on stock offering, its first major capital raise since the merger closed a year earlier.

material agreement

Sable Offshore Corp.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

On September 19, 2024, Sable Offshore Corp. agreed to sell about 7.5 million new shares of common stock to private investors for about $150 million, and the sale was completed on September 23, 2024. This is new money raised after the February 2024 closing of the Exxon SYU purchase. It adds shares for existing holders to be diluted by, at roughly $20 a share (my arithmetic from the stated figures).

capital raising announcement

Sable Offshore Corp.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

The merger closed: Flame renamed itself Sable Offshore Corp and simultaneously completed the $625 million purchase of ExxonMobil's Santa Ynez Unit assets, taking on a $606.25 million, 10%-interest, 5-year secured term loan from Exxon to help pay for it. At the last minute, one PIPE investor failed to fund its $125 million commitment (citing its own investors' capital-call problems); other investors, including CEO James Flores personally, covered $55 million of the gap, but the PIPE still closed about $80 million short of its original $520 million target.

business combination

Flame set its shareholder vote for February 12, 2024. At the redemption deadline, holders of only 2.47% of public shares chose to cash out, leaving about $62.2 million in the trust account -- a strong sign that most shareholders wanted to stay in for the Sable deal rather than take their money back.

business combination

Flame filed its final proxy statement calling a special shareholder meeting for February 12, 2024 to vote on the Sable merger and related items (new charter, incentive plan, NYSE share-issuance approval, adjournment). The board unanimously recommends voting for all of them. Holdco has $520,000,000 of PIPE commitments at $10.00 a share, including $7M from Chairman and CEO James C. Flores, $3M from JCF Capital (managed by President J. Caldwell Flores) and $30M from Victorious Angel Group (managed by director Christopher Sarofim). Existing Flame shares are not affected by the merger, and Sable's own shares are cancelled for no payment.

business combination

On January 12, 2024, Flame and Sable's holding company amended some of the earlier PIPE subscription agreements, and the filing states total PIPE commitments of $520,000,000 for 52,000,000 Flame Class A shares at $10.00, to be bought when the merger closes. That is well above the roughly $254.95M of commitments in the previous summary (December 2023), so the PIPE has grown sharply. The text shown is cut off before the details of the amendments, so what exactly changed is not stated here.

capital raising announcement

Sable and Exxon amended their asset-purchase agreement again, this time targeting a February 1, 2024 closing (outside date February 29, 2024) -- the deal's third timeline reset.

business combination

On December 12, 2023, Sable's holding company signed additional PIPE subscription agreements for 18,045,000 shares at $10.00, about $180.45M. Together with the earlier PIPE of 7,450,000 shares (about $74.5M), that totals about $254.95M of commitments (my arithmetic). The investors become Flame shareholders if the merger closes. Metamorphic Pecan, LLC gets the right to nominate one director while it holds at least 10% of Flame's Class A shares. This raises the PIPE well above the $71.5M initial figure in the 2022 proxy, though the merger had still not closed.

capital raising announcement

Flame and Sable extended their merger agreement's outside date from June 30, 2023 to March 1, 2024, the second such extension, as the deal continued to take longer than planned.

material agreement

Sable and Exxon amended their asset-purchase agreement, pushing the target closing date to June 30, 2023 (with an outside date of December 31, 2023) and lowering the minimum cash Sable must hold to close the deal to $150 million -- a sign the timeline was slipping and the cash bar was being eased to keep the deal alive.

business combination

Flame filed a preliminary proxy statement for a shareholder vote on its merger with Sable Offshore Corp. and Sable Offshore Holdings LLC, under the agreement dated November 2, 2022. Sable's existing shares are cancelled for no consideration, and Holdco holders receive 3,000,000 Flame Class A shares in total. Initial PIPE investors committed $71.5M at $10.00 per share, with additional PIPE subscriptions capped at $400M in total. Public holders can redeem for a pro rata share of the trust, and the planned new NYSE symbols are SOC and SOC.WS. This is the formal start of the shareholder-approval process for the deal announced on 2022-11-02.

business combination

Flame Acquisition Corp agreed to merge with Sable Offshore Corp, which separately agreed to buy ExxonMobil's Santa Ynez Unit -- offshore Southern California oil platforms plus the onshore processing plant and pipeline that connect them to shore -- for $625 million, financed partly by a 5-year secured loan from Exxon itself. The merger would take Sable public via the SPAC.

business combination

Flame Acquisition Corp., then a blank-check company, closed its IPO on March 1, 2021, selling 28,750,000 units at $10.00 each for $287,500,000 gross. Each unit had one Class A share and one-half of a warrant exercisable at $11.50. Another 7,750,000 private warrants were sold at $1.00 each ($7,750,000) to the sponsor and others. $287,500,000 was placed in a trust account, and the filing says the money is released only on a business combination or if public shares are redeemed. This is the start of the company's story, and no target had been named yet.

capital raising announcement

the exchange certified Sable Offshore Corp.'s securities for listing, clearing them to begin trading.

listing compliance notice