11 Sept 2006substantial holder notice● Neutral
Wellington Management Company, LLP reported a Sooner Holdings, Inc. shareholding of 1,299,800 shares (2.33% of votes) in a periodic institutional filing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
16 Aug 2006material agreement● NeutralMajor
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.
15 May 2006material agreement● NeutralMajor
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.
23 Feb 2006material agreement● NeutralMajor
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.
14 Feb 2006substantial holder notice● Neutral
LMM LLC, Legg Mason Opportunity Trust, a portfolio of Legg Mason Investment Trust, Inc reported a Sooner Holdings, Inc. shareholding of 7,845,600 shares (14.13% of votes) in a periodic institutional filing.
14 Feb 2006substantial holder notice● Neutral
Robert A. Day disclosed a new substantial Sooner Holdings, Inc. shareholding (8.98% of votes).
14 Feb 2006substantial holder notice● Neutral
Peak Investments, LLC disclosed a new substantial Sooner Holdings, Inc. shareholding (13.13% of votes).
3 Feb 2006material agreement▲ GoodMajor
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.
12 Jan 2006material agreement● Neutral
The company and Linc Energy agreed to extend their coal-to-liquids Memorandum of Agreement from December 31, 2005 to June 30, 2006. The terms are otherwise as described in August 2005, and the filing again says no assurance that definitive agreements will be signed. This indicates the talks had not produced definitive agreements by the original end date (an inference from the extension).
10 Jan 2006substantial holder notice● Neutral
Wellington Management Company, LLP reported a Sooner Holdings, Inc. shareholding of 4,091,168 shares (7.36% of votes) in a periodic institutional filing.
22 Sept 2005material agreement▲ Good
A third amendment to the April 2005 Dorset filing reports that the Selim K. Zilkha Trust joined the Stranded Gas Participation Agreement on September 19, 2005 with a $10 million capital commitment. This adds to Dorset's at-least-$40 million and the Williams Trust's $10 million; the other terms are unchanged, and the stock purchase and exhibits are marked as previously filed.
7 Sept 2005material agreement● Neutral
The compensation committee raised CEO John Holmes's annual base salary to $255,000 and Senior VP Edward Roth's to $200,000, effective July 1, 2005. This is a routine pay change for two officers who also received option grants on June 30, 2005.
30 Aug 2005substantial holder notice● Neutral
Kenneth L. Agee reported a Sooner Holdings, Inc. shareholding of 4,185,733 shares (7.60% of votes) in a periodic institutional filing.
19 Aug 2005material agreement● NeutralMajor
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.
10 Aug 2005securities registration● Neutral
Sooner Holdings, Inc. amended a filing by which it registered a securities offering with the SEC using its shelf eligibility.
8 July 2005securities registration● Neutral
Sooner Holdings, Inc. registered a securities offering with the SEC using its shelf eligibility.
6 July 2005material agreement● Neutral
This amendment corrects the cash-flow thresholds in the June 30, 2005 option vesting table, restating them as $1,375 million through $2,200 million rather than the $1.375 million through $2.2 million originally printed. The option grants themselves (same officers, amounts and $10.52 price) are unchanged.
5 July 2005material agreement● Neutral
On June 30, 2005 the company granted performance-vesting stock options at a $10.52 exercise price: 250,000 to Chairman Agee, 1,000,000 to CEO Holmes, 500,000 to CFO Jenkins and 250,000 to Edward Roth. How much vests depends on the stock price (up to $40+) and the net present value of future cash flows through 2010. A change of control can trigger accelerated vesting, which could dilute other holders.
28 Apr 2005material agreement● NeutralMajor
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.
21 Apr 2005material agreement▲ Good
A second amendment to the Dorset filing reports that on April 20, 2005 the Ernest Williams II Q-TIP TUA (the Williams Trust) joined the Participation Agreement with a $10 million capital commitment, paying 3% within 10 days. This adds to Dorset's at-least-$40 million commitment, and the rest of the deal terms are unchanged.
14 Apr 2005material agreement● Neutral
This amendment repeats the April 11 Dorset deal and adds that director and consultant Ziad Ghandour, under an arrangement with Dorset, must pay 33.3% of Dorset's commitment and gets 33.3% of its interests and proceeds. He has no economic interest or voting rights in the Dorset-purchased shares. This links the Dorset venture to the Ghandour relationship already in the company's history.
13 Apr 2005securities registration● Neutral
Sooner Holdings, Inc. filed a prospectus supplement for an offering off its existing shelf.
13 Apr 2005material agreement▲ GoodMajor
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.
8 Apr 2005substantial holder notice● Neutral
LMM, LLC, Legg Mason Opportunity Trust, a portfolio of Legg Mason Investment Trust, Inc disclosed a new substantial Sooner Holdings, Inc. shareholding (12.90% of votes).
1 Apr 2005material agreement● Neutral
The board paid Chairman Kenneth L. Agee a $250,000 cash bonus on April 1, 2005, citing his individual performance and contribution to strategic and financial objectives. The company also posted 2005 projections showing total revenues of $16.18 million, a net loss of $23.5 million and a year-end cash balance of $63.7 million, plus Aje Field economics based on its net interest (these are company projections, not results).
21 Mar 2005securities registration● Neutral
Sooner Holdings, Inc. filed a prospectus supplement for an offering off its existing shelf.
21 Mar 2005material agreement● NeutralMajor
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.
8 Mar 2005material agreement▲ GoodMajor
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.
17 Feb 2005material agreement● Neutral
On February 14, 2005 the board approved a $500,000 cash bonus for John B. Holmes, Jr., President and CEO, citing his individual performance and contribution to strategic and certain financial objectives. This is a routine pay item with no effect on the company's assets or debt.
14 Feb 2005substantial holder notice● Neutral
Wellington Management Company, LLP reported a Sooner Holdings, Inc. shareholding of 5,983,561 shares (13.05% of votes) in a periodic institutional filing.