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.
Samson Oil & Gas LTD shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
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.
Samson Oil & Gas LTD shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
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.
