Each one in plain English, with the numbers worked through for a shareholder.
14 Feb 2013substantial holder notice● Neutral
Blackstone / GSO Capital Solutions Fund LP, Blackstone / GSO Capital Solutions Associates LLC, GSO Holdings I LLC, Blackstone Holdings I L.P, Blackstone Holdings I/II GP Inc, The Blackstone Group L.P, Blackstone Group Management L.L.C, Stephen A. Schwarzman, Bennett J. Goodman, J. Albert Smith III, Douglas I. Ostrover reported a SARATOGA RESOURCES INC /TX shareholding of 4,800,000 shares (15.50% of votes) in a periodic institutional filing.
Taylor Asset Management, Inc FEIN #, Stephen S Taylor reported a SARATOGA RESOURCES INC /TX shareholding of 1,229,436 shares (3.90% of votes) in a periodic institutional filing.
The company filed a registration statement (Form S-4) offering to swap the $25 million of unregistered 12.5% Senior Secured Notes due 2016 issued December 4, 2012 for identical registered notes. The company gets no proceeds and the terms and debt are unchanged; this fulfils the registration promise made when those notes were sold. It is a preliminary filing and the offer's expiry date is blank.
The $25.0 million add-on sale of 12.5% Senior Secured Notes due 2016 closed on December 4, 2012, under a First Supplemental Indenture, with net proceeds of about $23.3 million (a bit below the $23.445 million expected). The company and its four subsidiary guarantors must file to exchange these unregistered notes for registered ones, aiming for effectiveness within 120 days, or pay additional interest. This completes the November 29 agreement and adds to the debt carried from the 2011 issue.
On November 29, 2012 the company agreed to sell $25.0 million more of its 12.5% Senior Notes due 2016 to Imperial Capital, priced at 98.58% of par plus interest from July 1, 2012, for about $23.445 million net. Proceeds are for general corporate purposes including capital spending. These are add-on notes under the July 2011 indenture, which previously covered $127.5 million, so total debt under it rises.
25 May 2012capital raising announcement▲ GoodMajor
The private placement closed on May 24, 2012 with 3,089,360 shares issued (more than the 2,969,360 first announced), raising $19,308,500 gross and about $18.5 million net. The company must file a resale registration statement within 30 days of closing, with 1% of the purchase price per 30 days in damages if it misses registration deadlines. Separately, on May 22 holders exercised 213,996 of the $5.00 warrants (from the 2011 placements) for $1,069,980, and received new 3-year warrants over 106,997 shares at $8.00.
What it means for a shareholder
106,997 new shares at $8.00 to raise about $1.1m. That's 0.391% dilution: every existing holder's slice gets 0.391% smaller. If you held $1,000 of shares (125 at the issue price), your slice goes from 0.000458% to 0.000457% of the company. To keep it you'd need 0 more shares - about $0 at the issue price.
On May 14, 2012 the company agreed to sell 2,969,360 new shares at $6.25 each in a private placement to institutional and accredited investors, expecting about $17.7 million net after commissions and expenses. The money is to fund faster drilling and development and working capital, with closing expected around May 17, 2012; this adds new shares (dilution) and the buyers will get resale registration rights. C. K. Cooper & Company and Ladenburg Thalmann were co-placement agents.