Sooner Holdings, Inc.

On June 11, 2014 the company, now named Sooner Holdings, Inc., filed its Certificate of Dissolution in Delaware under the liquidation plan approved by shareholders on June 3, and closed its stock transfer books, so no further share transfers are recognized. Nasdaq trading had already ended June 6. This carries out the dissolution step planned in the earlier filings; the filing does not state any distribution amount or timing.

security holder rights change

Sooner Holdings, Inc. terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

Sooner Holdings, Inc.'s securities were notified for removal from listing and registration on its exchange.

listing compliance notice

On June 3, 2014 the company completed the sale of substantially all its assets, including its intellectual property and 50% interest in Dynamic Fuels, to REG Synthetic Fuels. REG Synthetic assumed substantially all material liabilities and the company received 3,493,613 REG shares, fewer than the 3,796,000 originally contemplated, which the filing says reflects that no cash was delivered at closing. Shareholders approved the sale (5,985,234 for, 147,119 against), the dissolution plan, the name change to Sooner Holdings, Inc. and the cut in authorized shares. Trading is to end June 6 and a certificate of dissolution is planned for June 11; ex-CEO Edward Roth left for REG and Karen Power became CEO to oversee liquidation. This resolves the pending REG sale and vote; what shareholders will actually receive from the REG shares is not yet stated.

asset acquisition disposition

On May 27, 2014 the company told Nasdaq it intends to voluntarily delist its stock, but only if the REG asset sale closes, after which it would have no ongoing business and plans to close its stock transfer books and dissolve. The sale vote is set for June 3, 2014, with closing planned that day if approved; a Form 25 would be filed June 6, and only holders of record on the Final Record Date (three days after the Form 25) would be eligible for any liquidation distributions. This continues the REG sale and dissolution plan; the outcome is still pending.

listing compliance notice

This is the definitive proxy for a June 3 special meeting to vote on the REG asset sale, the plan of dissolution, a name change to Sooner Holdings, Inc., a cut in authorized shares, and an advisory vote on executive compensation. If all REG shares are distributed with no adjustment, holders would get about 0.3809 REG shares per share, valued at about $4.54 per share at REG's $11.91 close on April 14, 2014. The company warns that unexpected liabilities could force selling REG shares, reducing or eliminating what holders receive. The vote is still pending, so the shareholder outcome is unresolved. This explains the Sooner Holdings name in the company's records.

business combination

On December 17, 2013 the company agreed to sell substantially all its assets, including its intellectual property and its 50% stake in Dynamic Fuels, to REG Synthetic Fuels (a Renewable Energy Group subsidiary). It would receive 3,796,000 REG shares (adjusted if cash at closing is under $3.2 million), REG would assume substantially all material liabilities, and it keeps a cash reserve of up to $5.3 million. After closing, and subject to shareholder approval, the company plans to liquidate and dissolve. The sale needs a majority shareholder vote and a $5 million termination fee applies in certain cases. Shareholders are not yet cashed out: approval and closing are still pending.

material agreement

On March 1, 2013 the company completed the sale of its two-barrel-per-day Tulsa pilot plant to Sasol (USA) Corporation for $5,798,173. Sasol had leased the plant since 2008, and the company will keep providing services to Sasol under a personnel services agreement. This disposes of the Tulsa pilot facility that Sasol had been leasing.

asset acquisition disposition

The company, Dynamic Fuels and Tyson settled several issues on the Geismar plant: the company's process guarantee and performance test requirements were waived and a Site License was signed, and warrants for 4,250,000 company shares granted to Tyson in June 2007 were agreed to have vested. The company and Tyson each converted $6.6 million of outstanding invoices into equity of Dynamic Fuels. This moves the Dynamic Fuels thread forward; the filing does not give the dilution effect of the vested warrants beyond the share count.

material agreement

On June 8, 2012 Nasdaq sent another deficiency letter for the stock closing below $1.00, giving the company until December 5, 2012 to regain compliance. Shares continue trading on the Nasdaq Capital Market. The filing does not say what happened to the earlier April 30, 2012 deadline, but a fresh 180-day period was granted.

listing compliance notice

On November 2, 2011 Nasdaq told the company its stock had closed below the $1.00 minimum bid price. It has until April 30, 2012 to regain compliance, and the shares keep trading on the Nasdaq Capital Market meanwhile. Nasdaq says a second 180-day period may be available if the company meets other listing standards and says it would cure by a reverse stock split if needed. This is a new bid-price notice; the earlier 2008 deficiency is in the history.

listing compliance notice

On July 6, 2011 the company closed the offering announced June 30: 15,900,000 shares and warrants for 7,950,000 shares at $1.58 per combination. After underwriter commission and expenses it received about $23,575,000. This completes the June 30 deal on the terms already described.

material agreement

On June 30, 2011 the company signed an underwriting agreement with JMP Securities to sell 15,900,000 shares plus warrants for 7,950,000 more shares, sold as combinations at $1.58 (the underwriter pays $1.49). Net proceeds are expected to be about $23.6 million. The warrants have a $2.36 exercise price and run to July 6, 2016. This is new equity that dilutes existing holders, and the company agreed not to issue more stock for 60 days without the underwriter's consent.

material agreement

On July 14, 2010 the company signed a 24-month agreement under which Energy Opportunity Ltd. is committed, at the company's option, to buy up to $10,000,000 of its stock in draw-downs, priced at the daily average price less a 4% to 6% discount. Each draw-down is capped at the lesser of 2.5% of market capitalization or up to $6.4M, Energy is capped at 4.9% ownership, and Reedland gets a 1.0% placement fee. The shares are registered, so this can dilute shareholders as used; it is a new funding source after the Fletcher settlement.

material agreement

On October 14, 2009 the company settled with Fletcher over the November 2007 Investment Agreement, which is terminated. Fletcher had refused to close the initial $3M at $1.39 a share; each side had sued, with Fletcher claiming $14 million. Under a new agreement Fletcher bought 1,513,833 shares at about $2.64 (about $4M gross, $3.79M net) plus a warrant on 1,892,291 shares at $3.30 to October 14, 2015. It holds an option to June 30, 2010 to buy 3,027,665 more shares at $2.64 with further warrants, subject to a 4.95% ownership cap.

material agreement termination

This amendment adds the payment figures missing from February: the company is to receive $20 million net of Chinese tax from Sinopec, of which $8 million has been received. Of the remaining $12 million, $6 million has been invoiced for accepted technology documentation and $6 million is due on Sinopec's relocation of the Catoosa equipment to China.

material agreement

The company announced definitive agreements with Sinopec Corp. to transfer its Fischer-Tropsch technology: a non-exclusive right to use it for coal, petroleum coke, asphalt and related feedstocks in China, and for coal elsewhere except the Americas, Australia, New Zealand and India. Sinopec will build a pilot plant in China from the Catoosa demonstration facility equipment, and profits from improved technology licensed in China will be shared. A down payment has been received and further 2009 payments depend on delivery milestones; total amounts are not given here.

material agreement

On October 21, 2008 the $100,000,000 Dynamic Fuels bonds closed and the company issued Tyson a warrant for up to 8,000,000 shares at $.01 each, expiring in four years, under the June 30 Warrant Agreement. This funds the first Dynamic Fuels plant and dilutes shareholders if exercised; the filing does not say how the letter of credit was split between the company and Tyson.

capital raising announcement

On June 30, 2008 the company and Tyson agreed that Tyson will provide credit support for any part of the company's 50% share ($50,000,000) of a $100,000,000 letter of credit backing Dynamic Fuels' Louisiana Go-Zone bonds that the company cannot arrange itself. Tyson would get warrants at 0.16 shares per dollar of support, exercisable at $.01 per share, expiring four years from issuance. The company says it is still in talks with third parties for the support; the final amount is set when the bonds are authorized, expected in Q3 2008. This is dilutive to shareholders if used.

capital raising announcement

Sooner Holdings, Inc.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

The company disclosed that Fletcher has not made the initial $3 million investment under the November 2007 agreement because closing conditions were not met, including that the stock be listed on the Nasdaq Global Market. After the move to the Capital Market, this expected funding has not arrived.

material agreement

The company's application was approved, and its stock moves from the Nasdaq Global Market to the Nasdaq Capital Market on March 31, 2008, still under SYNM. The $1.00 bid price deadline remains July 30, 2008; if missed, it may get until January 26, 2009 if it meets Capital Market initial criteria, otherwise delisting notice follows, which it could appeal. This follows the earlier deficiency letters.

listing compliance notice

On March 3, 2008 the company received $5,765,894.32 from AEER as full payment of the debt from the January 2007 Nigerian sale, and is withdrawing the winding-up proceedings against AEER and EERNL. This resolves the long-delayed Nigeria collection thread. Separately, on February 28, 2008 Nasdaq said the stock is subject to delisting from the Global Market for missing the $50M market value requirement unless the company requests a hearing; the company plans to request one and, if refused, to ask to move to the Nasdaq Capital Market, where it says its market value exceeds the $35M requirement.

listing compliance notice

On February 1, 2008 Nasdaq sent a second deficiency letter: the stock closed below the $1.00 minimum bid price. The company has 180 days, until July 30, 2008, to regain compliance by closing at $1.00 or more for 10 consecutive business days; the stock keeps trading meanwhile.

listing compliance notice

On January 25, 2008 Nasdaq told the company it fails the market value of listed securities requirement and the alternative total assets/revenues test, giving it until February 25, 2008 to regain compliance. The stock keeps trading meanwhile, and the company says its market value exceeded $50,000,000 on January 30, 2008; Nasdaq needs 10 consecutive business days at $50M or more before it will assess compliance.

listing compliance notice

On November 18, 2007 the company agreed that Fletcher International will buy $12 million of its common stock over 24 months (capped at 19.99% of shares outstanding as of November 14, 2007). An initial $3 million comes between March 24 and April 8, 2008 at market price plus $0.60 a share; $9 million follows in months 7-24 at market price minus $0.20. Fletcher gets warrants on 50% of the shares bought in the later investments, exercisable at the first later-investment price plus $0.40. Shares will be issued under the existing S-3, so this dilutes existing holders; it adds another financing source after the Azimuth equity line.

material agreement

AEER and its parent did not pay on August 31, 2007. On October 29 and 31, 2007 the company received $2,000,000 from African Equity Partners (AEP) of Nigeria for buying part of the debt, leaving AEER and EERNL owing $5,171,802 plus interest from May 9, 2007 and legal costs. The company began steps under English law to force their winding up, but agreed with AEP not to act until after November 30, 2007; AEP has an option to buy more of the debt at face value until November 26, 2007. The sale has not been fully paid for.

material agreement

Sooner Holdings, Inc.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

On June 22, 2007 the company signed agreements with Tyson Foods to form Dynamic Fuels, LLC, owned 50/50, to build plants using its Biofining technology (renewable fuel from fats and vegetable oils). The first plant is expected in the South Central US, about 78 million gallons a year starting 2010, at about $150 million total cost; the company plans to fund its 50% share from capital markets financing it expects to seek, and each side puts in $4.25 million initially for site selection and engineering. This is a new line of business alongside the gas-to-liquids and coal work. The filing text is truncated, so further terms are not covered here.

capital raising announcement

On January 19, 2007 the company sold the two subsidiaries holding its Ajapa and Aje (offshore Nigeria) interests to African Energy Equity Resources Limited (AEER), a subsidiary of Energy Equity Resources (Norway) Limited. It has received a $2 million deposit and may get up to $23,171,802 more, depending on milestones (including $10,171,802 by April 1, 2007 or on a capital raise). Holmes stays a Nigerian subsidiary director and Branch Russell gives help for at least 180 days. The filing also says the rest of the Stranded Gas Participation Agreement was ended on December 20, 2006, with the company repaying $1,193,386 each to the Williams and Zilkha participants ($360,000 paid by December 22, 2006, $833,386 due by May 1, 2007). This resolves the Nigerian approval, transfer and Dorset/participant threads.

asset acquisition disposition

On January 16, 2007 the company signed a Consolidation and License Agreement with Marathon Oil giving Marathon a non-exclusive right to use its Fischer-Tropsch process, with the company earning royalties on actual production from any licensed plants Marathon builds. The deal ends the 1997 Master Preferred License Agreement, the DOE participation agreement and the $19 million and $2.3 million secured notes that financed the Catoosa demonstration plant, due December 15, 2006 per the earlier extension. Marathon also discharged $6.3 million of accumulated interest, and the company will pay Marathon $3 million in each of December 2008 and December 2009. This resolves the Marathon note maturity thread; the filing reports no material termination penalties.

material agreement termination

On December 12, 2006 the company's subsidiary took a $2 million deposit from Energy Equity Resources Limited (EER) under a non-binding letter of intent to sell all the stock of the two subsidiaries (Syntroleum International Holdings, Ltd. and Syntroleum International Holdings Company) that hold the Nigerian interests. EER would pay up to $23 million more on milestones: $10 million by the earlier of April 1, 2007 or when EER raises capital, $5 million from first revenues of each of the Ajapa and Aje interests, and $3 million if farminees fund at least half of the Aje-4 well. A purchase agreement is due by January 31, 2007. This follows the August 2006 plan to move a 7.5% OML 113 interest to EER and goes further, as the sale covers the Nigerian business.

material agreement

On November 20, 2006 the company signed an equity line of credit with Azimuth Opportunity Ltd., which is committed to buy up to $40 million of common stock (or just under 20% of shares outstanding, whichever comes first) over 24 months. The company chooses when to draw, up to 24 times, at a threshold price of at least $1.37 per share, with each draw limited to 2.5% of market capitalization, and shares are priced at a 3.125%–6.250% discount to market. It is not required to sell any shares, and sales would dilute existing holders. It also pays Reedland Capital Partners a 1.125% placement fee on each sale.

material agreement

On September 22, 2006 the company's subsidiary gave Dorset notice of default for failing to pay its share of capital calls within ten business days, and Dorset did not cure within the five-business-day period. The parties are discussing the terms of terminating the Stranded Gas Participation Agreement, and the company reports no material penalties. Director Ziad Ghandour, who had a 33.3% arrangement with Dorset, is seeking to withdraw from it, and Dorset has not consented. This undoes the Stranded Gas Venture formed in April 2005, whose Dorset commitment was at least $40 million.

material agreement termination

The company's Nigerian subsidiary agreed to transfer a 7.5% cost-bearing interest in OML 113 (including the Aje Field) to Energy Equity Resources Oil & Gas, which in return will bear the company's current 10% cost share of the next appraisal well. After that well, under an August 10, 2006 amendment to the Aje Participation Agreement, the company will bear 25% of later costs. The deal still needs preferential-rights waivers, approval from YFP and the other participants, and Nigerian government approval; participants have until October 5, 2006 to commit to the next appraisal well.

material agreement

On May 12, 2006 the company and Marathon Oil extended the maturity of its two secured notes ($19.0 million and $2.3 million, which funded the Port of Catoosa demonstration plant) from June 30, 2006 to December 15, 2006, with 'certain other changes' the filing does not detail. This pushes back the repayment date that was an open item in the earlier context.

material agreement

The company signed Amendment No. 5 to its consulting letter with TI Capital Management, whose principal is director Ziad Ghandour: he would be paid 1.5% of third-party equity and debt financing for each of the first two floating or fixed gas-to-liquids units in which the company holds equity, capped at $50 million combined, through December 31, 2010. On a change of control he could instead take a lump sum of $2 million (before the first unit's financing) or $10 million (in the two years after it, before the second). This replaces the earlier fee basis tied to a financing with a Chinese company, and the filing does not mention that financing.

material agreement

On January 31, 2006 the company announced a Memorandum of Understanding with Sustec AG (Switzerland, parent of Future Energy of Germany) to form a 50/50 joint venture combining Future Energy's gasification technology with the company's Fischer-Tropsch technology for coal and other non-natural-gas fuel projects. It runs to the earlier of January 28, 2008 or definitive agreements on three initial projects in Germany and the United States, and the parties may not do similar integrated projects with third parties except as the agreement provides. It is an MOU, not a binding project, and sits alongside the Linc Energy coal effort.

material agreement

On August 15, 2005 the company signed a Memorandum of Agreement with Linc Energy, Ltd. to negotiate in good faith definitive agreements for a coal-to-liquids plant using underground coal gasification, with Linc Energy funding up to AUS $5 million of a roughly two-barrel-per-day pilot plant in exchange for the company's pilot-plant engineering designs. It is a framework only: the filing says there is no assurance definitive agreements will be signed, and it ends December 31, 2005 unless extended. This is a new coal-based line of work alongside the company's gas-to-liquids and oil and gas interests.

material agreement

At the April 25, 2005 annual meeting, stockholders approved a 2005 Stock Incentive Plan allowing up to 6,600,000 shares, and approved Amendment No. 4 to the TI Capital (Ziad Ghandour) consulting letter. On April 27 the company issued Ghandour 86,356 shares on the closing of the $40 million-plus Stranded Gas Venture, and he chose $500,000 in cash instead of warrants. This resolves the earlier open thread on the Ghandour fee, though that fee was tied to the Stranded Gas Venture and the filing does not link it to the Chinese financing.

material agreement

On April 11, 2005 the company agreed to sell 1,000,000 common shares to Dorset Group Corporation (price not stated; the filing adds the agreement and legal exhibits). Its subsidiary Syntroleum International also signed a six-year Participation Agreement in which Dorset commits at least $40 million to evaluate and acquire oil and gas interests. The Participants get 20% of each project's working interest and are paid back first from project proceeds (cost recovery plus a 10% annual return) before Syntroleum International receives anything.

material agreement

On March 17, 2005 the company signed a Stock Purchase Agreement with Legg Mason Opportunity Trust to sell up to 7,000,000 shares of common stock under its existing Form S-3 registration. The filing itself was made to file the agreement, a Baker Botts legal opinion and a Grant Thornton consent as exhibits; the price and proceeds are not stated, and the sale would add shares for existing holders.

material agreement

On March 4, 2005 the company and Marathon Oil extended the maturity of two secured promissory notes ($19.0 million from May 2002 and $2.3 million from February 2003) from June 30, 2005 to June 30, 2006. The notes funded the company's demonstration plant at the Tulsa Port of Catoosa under a U.S. Department of Energy project, so repayment is pushed back a year.

material agreement

On January 12, 2005 Syntroleum Nigeria signed a Participation Agreement with Lundin Petroleum, Palace Exploration, Challenger Minerals, Providence Resources and Howard Energy, letting them earn 67.5% of Syntroleum's interest in the OML 113 joint venture; this follows the earlier YFP deal. Syntroleum's share of the initial well cost (estimated at about $20.9 million total) is capped at 10% under a turnkey contract, and on January 14, 2005 it posted the $10 million letter of credit to YFP, with the Participants agreeing to reimburse 90% of it. The Participants will pay a signature bonus once Nigerian approvals arrive and a development bonus after commercial production begins.

debt financing

On October 24, 2004 the company adopted a Second Amended and Restated Rights Agreement (a shareholder rights plan) with American Stock Transfer & Trust, running to October 24, 2014. The rights trigger if someone acquires 20% or more of the stock (35% for Robert Day and his family and affiliates), letting other holders buy shares at a discount. Separately, a consulting letter agreement with TI Capital Management (principal Ziad Ghandour, a director) was amended so he would be paid shares or cash equal to 1% of net proceeds of a financing with a Chinese company represented by Bear Stearns, at $5.79 per share, if it closes by February 1, 2006.

security holder rights change

This amendment updates the Nigerian OML 113 deal: on October 7, 2004 Syntroleum and YFP signed a Joint Venture Agreement under the earlier Heads of Agreement. The filing sets new dates: an international operator by January 15, 2005 (or Syntroleum commits to drill alone), a letter of credit by January 15, 2005 (or the JV agreement terminates), and the first well to start by February 15, 2006, subject to extensions.

debt financing

On August 27, 2004, Syntroleum's subsidiary signed a Heads of Agreement with Yinka Folawiyo Petroleum (YFP) to appraise and possibly develop the Aje Field discovery on Oil Mining Lease 113 offshore Nigeria. Syntroleum must drill an appraisal well, estimated at about $10 million, within 12 months of getting an interest in the lease, backed by a letter of credit that YFP could draw as liquidated damages if drilling does not start; it must also bring in an experienced international operator, and its final share depends on terms still to be negotiated.

debt financing