Each one in plain English, with the numbers worked through for a shareholder.
2 Feb 2021bankruptcy or receivership▼ BadMajor
Creditors voted on 6 November 2020 to accept a deed of company arrangement proposed by Pritchel Ridge Energy LLC, which was signed on 18 November and ended on 18 December 2020 after a final dividend was paid to creditors. Samson is now being wound up with the administrators acting as liquidators, and the filing states the company and all its issued securities will cease to exist. This ends the administration thread and wipes out shareholders' positions.
The administrators dismissed the auditor Moss Adams LLP effective 14 September 2020 and have not appointed a replacement. Moss Adams' reports for fiscal 2018 and 2019 carried going-concern doubt, and material weaknesses in internal controls were reported for both years. The filing reports no disagreements with the auditor.
On 2 September 2020 Samson's board put the company into voluntary administration under Ernst & Young administrators and the directors resigned. The filing cites unremedied defaults under the April 2019 Anvil (AEP I Finco) credit agreement, low oil and gas prices, and asset values below what is owed to Anvil. Anvil had sent a notice of default on 8 May 2020. This is where the 2019 refinancing led.
21 July 2020material agreement termination▼ BadMajor
The Bank of New York Mellon, the ADS depositary, gave notice that it can no longer act now that Samson's shares have been delisted from the ASX, and no successor could be appointed, so the ADR programme ends on 14 August 2020. Samson agreed to pay a $100,000 cancellation fee so holders are not charged, and holders have until 15 December 2020 to swap ADRs for ordinary shares before unclaimed shares may be sold. The company says it will support a US over-the-counter market for the ordinary shares but gives no assurance one will develop.
On 9-10 April 2019 Samson USA took a $33.5M five-year term loan from lenders led by AEP I Finco LLC (Anvil Energy Partners), guaranteed by the parent and secured on all its oil and gas properties, at a minimum rate of 11.25% and due 9 April 2024. The press release says proceeds retire the existing credit line, repay creditors and fund infill drilling at Home Run Field, and 770,000 barrels of oil were hedged at $55.45. The filing does not mention the Eagle sale, so the Foreman Butte sale appears not to have gone ahead (inference), and the company kept its assets and took on new, more expensive secured debt instead.
On 28 September 2018 Samson USA and Eagle Energy amended the Foreman Butte purchase agreement, moving the closing date to 15 October, and Eagle's remaining $700,000 deposit was released from escrow to the company in return. Mutual of Omaha also extended its forbearance to 15 October 2018. So the sale had not closed by the mid-August date expected in the proxy; it continues but is delayed.
The final proxy for the Foreman Butte sale to Eagle Energy ($40M cash, effective 1 Jan 2018) sets the shareholder meeting for 13 August 2018, moved from the 6 August date in the preliminary proxy, with completion now expected on or before 17 August 2018. It says Mutual of Omaha's standstill was extended on 10 July to 24 August 2018 (earlier set at 10 August), after which the bank could start foreclosure if the sale has not closed. The sale is meant to repay the roughly US$23.9M owed to the bank and leave about US$6.7M cash and a 15% stake in Home Run Field. The filing also still describes the failed $6.75M private equity injection.
This amendment to the 20 June filing says Eagle Energy has now paid the $1M deposit ($250,000 to Samson USA, $750,000 into escrow), replacing the earlier statement that it was late. Closing still depends on Eagle's financing and shareholder approval, and the defect-based termination threshold is now 15% rather than 20%. The attached press release says the sale would let Samson retire all its debt and keep about US$6.7M cash plus a 15% working interest in Home Run Field. It also says Samson's ASX shares remain suspended.
Samson filed a preliminary proxy for a 6 August 2018 shareholder meeting to approve the $40 million sale of a majority interest in Foreman Butte to Eagle Energy, which ASX treats as disposing of its main undertaking. It says Samson is in default of various covenants on its Mutual of Omaha facility (about US$23.9M outstanding) and the sale is meant to repay it. It says Samson would keep a 15% interest in Home Run Field and about US$6.7M cash after repaying liabilities. It also says a private equity group defaulted on a $6.75M equity injection, which differs from the DynEvolve deal described earlier. Completion is expected by 10 August 2018.
On 14 June 2018 Samson's US subsidiary agreed to sell the Foreman Butte Project, which the filing says is substantially all of the company's assets, to Eagle Energy Partners I for $40 million, effective 1 January 2018. Closing needs Samson shareholder approval and Eagle obtaining financing. The filing says the $1M deposit was not fully made on time, so the agreement could be void, a point corrected in the 29 June amendment. Mutual of Omaha agreed to hold off enforcing its rights, including demanding repayment, until 10 August 2018 in return for a $250,000 fee. The forbearance can end earlier if the purchase agreement is terminated.
On 31 March 2018 Samson agreed with DynEvolve Capital to sell 800,000,000 shares for $1,000,000 (to be swapped for 4,000,000 ADSs, not yet completed). DynEvolve also agreed to lend $1,000,000 on 15 April 2018 at 4% and, subject to shareholder approval and no later than 10 May 2018, to buy a second-lien note for $5,577,919 convertible into 2,479,075,200 shares. DynEvolve gets a board seat, and a second seat after the note purchase, plus consent rights over certain board decisions. Existing shareholders face dilution if the note converts.
On 16 November 2017 the NYSE American review panel unanimously upheld the delisting and immediately suspended trading in Samson's ADSs. The letter says the company reported equity of about $3 million at 30 June 2017 and that none of its initiatives to restore equity had yet been completed. Samson said the ADSs would trade on the OTCBB from 20 November 2017 under the symbol SSNYY, with a move to OTCQB or OTCQX planned once the application is completed. This resolves the listing thread: US-listed holders lose the NYSE American listing.
On 14 September 2017 the NYSE American told Samson its ADSs are no longer suitable for listing and began delisting proceedings, because stockholders' equity was still below the $6,000,000 requirement when the 18-month compliance period ended. Samson has asked for a review of the decision. This is the outcome of the listing problem that had been open since 2016; the 14 September deadline noted earlier was missed.
A Seventh Amendment with Mutual of Omaha extended the $4M term loan and the $20M revolver from 31 October 2017 to 31 October 2018. The minimum liquidity covenant became $1.5M through 31 December 2017, then 10% of the borrowing base from 1 January 2018. This pushes back the near-term maturity of the bank debt.
Samson completed the sale of its State GC field in Lea County, New Mexico, on 24 May 2017 for $1.2 million. This closes out the sale announced on 15 May 2017.
Samson's US subsidiary agreed on 9 May 2017 to sell all of its State GC field in Lea County, New Mexico, to a private US energy company for $1.2 million, effective 1 May 2017, with closing expected about 24 May. The press release says the proceeds will pay down the Mutual of Omaha facility but can be redrawn. This follows the proposal flagged on 8 May.
A Sixth Amendment with Mutual of Omaha added a $4M term loan (prime plus 2.5%) that paid off the $4M Oasis vendor note; the term loan and the $20M revolver (now prime plus 1%) both mature 31 October 2017. Separately, the NYSE MKT said on 2 May 2017 that Samson fails the $6.0M stockholders' equity requirement and must update its plan by 16 May 2017, with the 14 September 2017 deadline unchanged. The ADSs stay listed for now but delisting could start if the update is not accepted. The press release also says Samson proposes to sell its State GC assets in New Mexico.
Samson and Oasis extended repayment of the $4M Foreman Butte note from 31 March 2017 to 1 May 2017. Samson paid $400,000 of accrued interest immediately and owes about $50,958 more at 15% on the extension date, and Oasis keeps its rights on any default. This shows the one-year note was not repaid on time.
Samson and Mutual of Omaha signed the Fourth Amendment to the credit agreement, putting into writing the already-announced extension of the $10M paydown deadline from 30 June to 31 August 2016. No new terms beyond that are described.
Samson's US subsidiary agreed to sell all of its North Stockyard project in North Dakota to APEG Energy (an Angelus Private Equity Group affiliate) for $15 million, with a $1M deposit paid and closing expected 31 August 2016. Mutual of Omaha pushed the $10M loan paydown deadline from 30 June to 31 August 2016, and Samson plans to repay $11.5M of the loan from the sale. This would sell off the long-running North Stockyard field and shrinks the company's asset base.
The NYSE MKT accepted Samson's plan to regain compliance with its listing standards, giving it until 14 September 2017. The ADSs stay listed, but the exchange will review progress quarterly and could delist the company if progress lags or compliance is not regained. This resolves the question of whether the plan would be accepted, while the underlying equity shortfall remains open.
Samson sold 378,020,400 new ordinary shares (as ADSs at $0.74 each, $0.0037 per share) to investors for gross proceeds of $1,398,675, with a 6% ($83,921) fee to Euro-Pacific; closing was 14 April 2016. The press release says the money will go to the Foreman Butte development program. This adds to the dilution of existing holders and is a small part of the $5M equity raise the credit lenders required by 30 September 2016.
The Oasis Petroleum purchase (the Foreman Butte assets in North Dakota and Montana, agreed in January 2016) closed on 31 March 2016 at a total price of $16.16 million after adjustments; the base price was cut from $16.5M to $16M because of changes to a gas gathering agreement. Mutual of Omaha raised the borrowing base to $30.5M and $11.5M of it funded the deal, with Oasis lending $4M on a 12-month 10% second-lien note. The credit amendment adds tougher terms: a $10M paydown by 30 June 2016, $5M of new equity by 30 September 2016, G&A cut from $6M to $3M a year, 75% hedging, and a 50% cash flow sweep. This resolves the pending Oasis deal, but the terms add pressure on shareholders.
The NYSE MKT told Samson on 14 March 2016 that it breaches listing standards on stockholders' equity, which was a deficit of $197,183 at 31 December 2015. Samson must submit a plan by 13 April 2016 to regain compliance by 14 September 2017, and the exchange may start delisting if no plan is submitted or it is not accepted. The ADSs stay listed meanwhile. The press release says the plan is expected to centre on the Williston Basin acquisition (the Oasis purchase appears to be this, an inference) and a Halliburton settlement worth $897,000 in total.
Samson's US subsidiary agreed to buy oil and gas leases, wells and related assets from Oasis Petroleum North America for $16.5 million (subject to adjustment) and paid a $500,000 deposit. Closing depends on Mutual of Omaha Bank providing enough funds, and either side can terminate if it has not closed by 15 February 2016. Seller keeps the deposit if the deal ends for most reasons other than the seller's failure to meet closing conditions.
Samson changed its ADS ratio from 20 to 200 ordinary shares per ADS, effective 30 March 2015, which works like a 1-for-10 reverse split of the ADSs and cuts them from 102,900,833 to about 10,290,000. Ordinary shares on the ASX are unaffected; the press release says the aim is to lift the ADS price to suit auction trading on the NYSE MKT. The release also says the facility was drawn to $19 million and cash was $3.9 million at 31 December 2014.
Samson amended its Mutual of Omaha credit agreement, raising the borrowing base to $19 million, the maximum facility size to $50 million, and cutting the interest rate to 90-day LIBOR plus 3.25% (about 3.48%). The balance was $15.5 million at the time. The higher base rests on the 30 June 2014 reserve report valued at about $54.4 million; this continues the January 2014 facility and means more debt is available for drilling.
Samson dismissed PricewaterhouseCoopers as auditor and engaged Hein & Associates for the year ending 30 June 2015, after a competitive process by the audit committee. PwC's reports had no adverse opinion on the financial statements, but its report on internal controls at 30 June 2014 was adverse because of a material weakness in accounting for asset retirement obligations. The filing reports no disagreements with PwC.
Samson placed 290,110,820 shares plus 87,033,246 warrants (A$0.033, expiring 30 April 2018) with US and Australian investors at A$0.02 per share, raising US$5,439,578 gross before placement agent fees. The press release says proceeds go to four planned North Stockyard Three Forks wells and working capital, and that together with further draws on the Mutual of Omaha facility this is expected to fund plans for the rest of 2014 and into 2015. It is another round of dilution after the 2013 raisings, at a lower price than the August 2013 placement (A$0.025).
