3 Dec 2009listing compliance notice● NeutralMajor
SOUTH TEXAS OIL CO's exchange filed to remove a class of its securities from listing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
30 Nov 2009debt financing● NeutralMajor
On November 20, 2009 the bankruptcy court authorized a debtor-in-possession loan from Giddings Investments LLC. The filing states the court authorized up to $500,000 immediately, while the note allows total post-petition loans of up to $1.5 million, due January 31, 2010 at 10% interest, with a $45,000 commitment fee. The loan has top priority and is secured by a first lien on all the debtors' assets, ahead of existing liens. This fills in the DIP financing flagged in the October 29 bankruptcy filing.
9 Nov 2009listing compliance notice▼ BadMajor
On October 30, 2009 Nasdaq staff decided to delist the common stock, with trading suspended from November 10, 2009 and a Form 25-NSE to be filed. Nasdaq cited the bankruptcy filing, concerns about the residual equity interest of existing shareholders, and doubts about the company's ability to keep meeting listing rules. The company will not appeal, and Nasdaq halted trading on November 6. This ends the Nasdaq listing, superseding the open bid-price and market-value deficiency threads.
30 Oct 2009bankruptcy or receivership▼ BadMajor
On October 29, 2009 South Texas Oil Company and its four subsidiaries filed voluntary Chapter 11 bankruptcy petitions in San Antonio and continue to run the business as debtors-in-possession. They sought court approval to use cash collateral agreed with their senior secured lenders and expect to seek up to $1.5 million of debtor-in-possession financing, which is not assured. This follows a September 11 involuntary Chapter 7 petition against STO Operating Company by creditors, which the company is contesting and asking to move to San Antonio. The filing does not say what happens to shareholders.
18 Sept 2009listing compliance notice▼ BadMajor
On September 15, 2009 Nasdaq sent two new deficiency notices: the market value of publicly held shares is below the $5 million minimum, and the share bid price is below $1.00. The company has until December 14, 2009 to fix the market value issue and until March 15, 2010 for the bid price, or it faces delisting (it could apply to move to the Nasdaq Capital Market). This is a new listing problem, separate from the equity issue resolved in June.
1 July 2009securities registration● Neutral
SOUTH TEXAS OIL CO registered a securities offering with the SEC using its shelf eligibility.
25 June 2009securities registration● Neutral
SOUTH TEXAS OIL CO filed notice of an exempt private placement.
23 June 2009listing compliance notice▲ Good
Nasdaq told the company on June 22, 2009 that it again meets the $10 million stockholders' equity requirement for the Nasdaq Global Market, based on the company's June 18 filing about the May 18 Longview debt restructuring. This confirms what the company expected on June 19, but Nasdaq will keep monitoring, and delisting is possible if compliance is not shown at the next periodic report.
19 June 2009listing compliance notice▲ Good
The company says it has regained compliance with Nasdaq's $10 million stockholders' equity requirement, citing the debt restructuring that closed May 18, and expects formal confirmation from Nasdaq. Nasdaq will keep monitoring, and delisting is possible if compliance is not shown at the next periodic report. This follows the May 20 deficiency letter.
16 June 2009debt financing● NeutralMajor
On June 10 and 16, 2009 the company sold $555,000 of 14% convertible notes to eight investors, due June 2011, convertible at $0.50 per share, with matching warrants at $0.50 for five years. The notes are secured on certain wells equally with the Marquis and Summerview senior notes. As part of this, the maturity of those senior notes was extended to March 2010 and their interest rate raised to 13%. Proceeds are meant for the 2009 capital budget, possible acquisitions and working capital. This changes the Marquis September 2009 maturity noted earlier.
22 May 2009listing compliance notice▼ BadMajor
On May 20, 2009 Nasdaq told the company its stockholders' equity, $8,974,415 at March 31, 2009, was below the $10 million minimum for the Nasdaq Global Market. The company plans to submit a compliance plan by June 4, relying on the debt restructuring that closed May 18, and says it could move to the Nasdaq Capital Market if the plan is rejected. This is a new listing-risk thread arising from the pre-restructuring balance sheet.
20 May 2009material agreement▲ GoodMajor
The Longview restructuring announced in February closed effective May 18, 2009, after a majority of shareholders approved it by written consent. Longview received about 1.75 million Series A preferred shares for about $17.5 million of notes, and the Colorado DJ Basin interest and a drilling rig went to Longview affiliates for $9.8 million of debt, eliminating $27.3 million of senior debt in total. Longview's conversion is capped at 9.99% ownership, so it must sell at least 5.45 million of its common shares before it can convert any preferred. The press release also says authorized shares were raised from 50 million to 200 million.
23 Feb 2009material agreement● NeutralMajor
On February 20, 2009 the company signed agreements with Longview, its senior lender, to restructure $26.1 million of senior secured debt. About $16.3 million of notes would be swapped for roughly 1.6 million non-voting Series A Convertible Preferred shares (stated value $10, no dividends, convertible into common at $0.50 per share after 90 days), and the Colorado DJ Basin interest (37.5% non-operated, 8,666 net acres) plus a drilling rig would go to Longview for $9.8 million of debt. Both close together, subject to shareholder approval; the filing says remaining senior secured debt would then be about $16.0 million. This resolves the open Colorado thread by selling the asset, and the conversion price implies possible heavy dilution to common holders (inference).
12 Feb 2009security holder rights change● Neutral
On February 6, 2009 the board unanimously amended two bylaws. Stockholders holding a majority of voting power can now act by written consent, and dividends, if any, are to be declared quarterly in cash or in shares. The filing gives no reason for the changes and reports no dividend or other financial effect. Since Longview held about half the votes in 2007, the written-consent change could matter for control (an inference, not stated in the filing).
14 Nov 2008late filing notice▼ Bad
SOUTH TEXAS OIL CO notified the SEC that its quarterly report would be filed late.
1 Oct 2008substantial holder notice● Neutral
Viking Asset Management, LLC disclosed a new substantial SOUTH TEXAS OIL CO shareholding (48.10% of votes).
24 Sept 2008capital raising announcement▼ BadMajor
On September 19, 2008 the company sold Marquis a $7,000,000 senior secured note for $6,750,000 gross, at 12.5% interest payable quarterly in cash and maturing September 2009. Marquis can convert up to 50% of the principal repaid into shares at $4.00 each. The note ranks ahead of Longview's roughly $32.4 million of existing notes, and Marquis also received a 1.0% overriding royalty on all current and future interests. The company issued 403,499 shares to retire $637,614.51 of demand notes plus interest. The note carries covenants, including a minimum daily production level, and breach lets the holder demand immediate repayment. Proceeds are earmarked for drilling and recompletion work in south and central Texas, including the Matagorda Bay and Giddings projects.
15 Aug 2008late filing notice▼ Bad
SOUTH TEXAS OIL CO notified the SEC that its quarterly report would be filed late.
2 July 2008debt financing▼ BadMajor
On June 30, 2008 the company amended its April 1, 2008 senior secured note agreement with Longview and Marquis, raising the maximum from $32 million to $32.5 million. Interest at 12.5% will be added to principal rather than paid in cash until the earlier of December 31, 2008 or when the company raises at least $15 million of new financing or asset-sale proceeds. On July 1, 2008 it issued a further $1,000,000 note, bringing notes outstanding to about $32.4 million. This continues the Longview financing, now in the form of senior notes. The filing is signed by Michael J. Pawelek as CEO, and the company address has moved to San Antonio.
16 May 2008late filing notice▼ Bad
SOUTH TEXAS OIL CO amended its notice to the SEC that its quarterly report would be filed late.
15 May 2008late filing notice▼ Bad
SOUTH TEXAS OIL CO notified the SEC that its quarterly report would be filed late.
11 Apr 2008material agreement▼ BadMajor
The company restated its credit facility with Longview and a second fund, Marquis, in an amended agreement finalized April 9, 2008. Marquis had bought 25% of Longview's position and 250,000 of the 1,000,000 warrants on February 4, 2008. The new terms extend the lender's mortgages and overriding royalties to all properties, including the Southern Texas Properties, which the September 2007 version excluded. The company drew $2,000,000 on the facility, netting $1,369,665.83 after accrued interest, and $4,000,000 of credit remains available. This continues the January 2007 $15M facility, which was raised to $30M in September 2007.
31 Mar 2008late filing notice▼ Bad
SOUTH TEXAS OIL CO notified the SEC that its annual report would be filed late.
26 Feb 2008material agreement▲ Good
On February 15, 2008 the company amended a gas contract with DCP Midstream to gather, process and sell its Bastrop Field gas, which the filing says allows sales of Bastrop gas for the first time. Initial volumes of 150 to 200 Mcf/d are to start before July 31, 2008. The company is responsible for $186,000 of capital investment, repayable over time at $0.25/Mcf if a stated volume is produced within two years of first sales; there are no minimum volume commitments. This follows the Bastrop acreage acquired through the Leexus deal. The filing is signed by J. Scott Zimmerman as CEO, a change from Murray Conradie in earlier filings.
14 Nov 2007late filing notice▼ Bad
SOUTH TEXAS OIL CO notified the SEC that its quarterly report would be filed late.
30 Oct 2007listing compliance notice▲ GoodMajor
Nasdaq certified SOUTH TEXAS OIL CO's securities for listing, clearing them to begin trading.
29 Oct 2007listing compliance notice▼ Bad
SOUTH TEXAS OIL CO withdrew a registration statement, abandoning the offering it covered.
26 Sept 2007material agreement● NeutralMajor
The company said it raised its revolving credit facility (originally $15 million from January 2007, at prime plus 4%) to $30 million on September 25, 2007. The increase comes with perpetual overriding royalties for the lender on the Giddings and Bastrop properties: 4% until 1,000 bbl/day net for 90 days, then 3% until 2,000 bbl/day, then 2%. The filing also says that through subsidiary STO Properties, LLC it bought all interests of Diversity Petroleum, LLP for $10 million: $7.5 million cash, a $1.5 million promissory note and $1 million of restricted shares. Pro forma financials may follow by amendment.
20 Aug 2007substantial holder notice● Neutral
Longview Fund L.P. reported a SOUTH TEXAS OIL CO shareholding of 7,018,913 shares (51.90% of votes) in a periodic institutional filing.
14 Aug 2007late filing notice▼ Bad
SOUTH TEXAS OIL CO notified the SEC that its quarterly report would be filed late.