29 Jan 2020listing compliance notice▼ BadMajor
SRC Energy Inc. suspended its duty to file periodic reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
27 Jan 2020listing compliance notice▼ BadMajor
SRC Energy Inc. terminated the registration of a class of securities, ending its reporting obligation for them.
15 Jan 2020listing compliance notice● NeutralMajor
SRC Energy Inc.'s exchange filed to remove a class of its securities from listing.
14 Jan 2020business combination● NeutralMajor
The PDC merger closed on January 14, 2020: SRC merged into PDC and ceased to exist. Each SRC share became 0.158 of a PDC share plus cash for fractions, SRC stock stops trading on the NYSE American before the open on January 15, 2020, and PDC intends to deregister it. The credit facility was repaid and terminated, PDC took on the 6.25% notes due 2025, and all SRC directors and officers left, with Peterson and Korus joining PDC's board.
3 Jan 2020business combination● Neutral
SRC and PDC voluntarily added extra detail to the merger proxy statement ahead of the January 13, 2020 votes. It covers Colorado regulatory background, the history of talks (including PDC's proxy contest with Kimmeridge), PDC's expected G&A savings of about $40 million in 2020 plus $10 million more in 2021, and Citi's valuation work (SRC implied value $3.00 to $3.80 per share, SRC net debt about $677 million at June 30, 2019). The filing says the additions are not an admission that they were legally required, and the 0.158 exchange ratio is unchanged.
9 Dec 2019business combination● NeutralMajor
SRC and PDC sent shareholders the final joint proxy statement for the merger signed August 25, 2019, with both companies' shareholder votes set for January 13, 2020. SRC holders would receive 0.158 PDC share per SRC share, worth about $3.67 on December 6, 2019 versus about $3.99 before the August announcement, and the SRC board unanimously recommends voting for it.
26 Aug 2019business combination● NeutralMajor
On August 25, 2019 SRC agreed to merge into PDC Energy, with each SRC share converting into 0.158 of a PDC share plus cash for fractions. Closing requires approval by both companies' shareholders, antitrust clearance and other conditions, with an outside date of February 25, 2020 (extendable to May 25, 2020 for regulatory clearance). SRC would owe PDC a $35 million fee in certain circumstances, and PDC would owe SRC $55 million in others. SRC's board unanimously recommended the deal and two SRC directors would join PDC's board; PDC's officers would run the combined company. The filing does not say the merger has closed, so the shareholders' final outcome is not yet determined.
23 May 2018business combination● Neutral
On May 23, 2018 SRC filed a registration statement offering to swap up to $550 million of its privately placed 6.250% senior notes due 2025 for registered notes with the same terms. This fulfils the registration rights promised when the notes were issued in November 2017. It is a debt housekeeping step and changes nothing for shareholders.
3 Apr 2018material agreement▲ GoodMajor
On April 2, 2018 SRC replaced its credit agreement with a second amended and restated one with SunTrust Bank as administrative agent. It has a $1.5 billion maximum, a $550 million borrowing base and a $450 million elected commitment (the amount SRC can currently borrow, less amounts outstanding). Maturity moves from December 2019 to April 2023, interest rates are somewhat lower, and a $25 million swingline facility is added.
20 Dec 2017asset acquisition disposition▲ GoodMajor
On December 15, 2017 SRC closed the undeveloped and non-operated producing part of the GCII Acquisition from Noble Energy for $568 million cash, before customary adjustments, effective November 1, 2017. A second closing for operated producing properties may happen later if regulatory conditions are met. On December 20 it also repurchased its 9.0% senior notes due 2021 for $88.3 million including the make-whole amount and accrued interest, ending the $80M notes issued in 2016. This completes the deal announced in November.
29 Nov 2017security holder rights change● NeutralMajor
On November 29, 2017 SRC closed the $550 million 6.250% senior notes due December 2025, issued under an indenture with U.S. Bank. The indenture restricts additional debt, liens, dividends, mergers and affiliate deals, and SRC agreed to offer registered notes in exchange. Per the press release, proceeds are meant to help pay for the Noble Weld County acquisition and to redeem or repurchase the 9% notes due 2021. The notes must be redeemed at par if the acquisition is not completed by January 10, 2018 (or a later extended closing, no later than March 15, 2018).
20 Nov 2017debt financing● NeutralMajor
On November 14, 2017 SRC agreed to sell $550 million of 6.250% senior notes due 2025 to initial purchasers (J.P. Morgan and Credit Suisse lead) in a private offering, with closing expected November 29. Interest is paid each June 1 and December 1 starting June 1, 2018, and the notes mature December 1, 2025. This is the notes offering announced on November 8; the filing says proceeds may repay amounts on the credit line.
13 Nov 2017material agreement● NeutralMajor
On November 9, 2017 SRC sold 35,000,000 new shares to underwriters (Credit Suisse and J.P. Morgan lead) at $7.76 per share; the underwriters exercised their option for 5,250,000 more on November 10, making 40,250,000 shares, and the offering closed November 13. This is the share offering set up by the November 8 prospectus supplements. The filing says some proceeds may repay the credit line and may be used to redeem the existing senior notes, so shareholders now own a smaller slice of the company.
9 Nov 2017material agreement● Neutral
This 8-K furnishes the November 8, 2017 press release announcing the $568 million cash purchase of undeveloped land and non-operating production from Noble Energy. It repeats the deal already reported in the November 8 filing and adds no new terms.
8 Nov 2017debt financing● NeutralMajor
On November 7, 2017 the company agreed to buy about 30,200 net acres of undeveloped acreage and non-operated properties in Weld County, Colorado from Noble Energy for $568 million (the GCII Acquisition), with closing expected in December 2017. A second closing for operated producing properties depends on regulatory approval and may not happen for a long time or at all. It paid a $60.8 million deposit partly from its credit line, leaving $230 million outstanding on the facility. It also announced a planned private offering of senior notes, and filed a Ryder Scott audit letter saying its September 30, 2017 reserve estimates were reasonable within a 10% tolerance.
28 Sept 2017production update● Neutral
On September 27, 2017 the company (now SRC Energy Inc., at 1675 Broadway) issued a press release with a production update, a higher borrowing base on its credit line, and completion of the second closing of the Greeley Crescent acquisition. The 8-K itself gives no figures; the numbers are in the press release exhibit, which is not reproduced here.
14 June 2016asset acquisition disposition● NeutralMajor
On June 14, 2016 the company closed the first part of the Noble Energy purchase, paying about $486.3 million, and issued the $80 million of 9% senior unsecured notes due June 13, 2021 that were committed in May. It had borrowed about $55 million on its credit line on June 13 as a bridge and repaid it June 14. The notes carry limits on extra debt, liens and dividends. The company also dismissed EKS&H as auditor and hired Deloitte & Touche, saying there were no disagreements, and withdrew the auditor-ratification item from the June 22 annual meeting. The second Noble closing, tied to the consent decree, remains open.
10 May 2016material agreement● NeutralMajor
On May 4, 2016 the company agreed to sell 45,000,000 new shares to underwriters led by Credit Suisse at $5.597 per share to the company, with an option for 6,750,000 more; the offering completed May 10. It follows the April offering at $7.3535 per share, so the new shares were priced lower. The filing notes Credit Suisse and others also acted as placement agents for the 9% senior notes. It does not state the use of proceeds; the timing alongside the Noble purchase is an inference, not stated.
3 May 2016debt financing● NeutralMajor
On May 2, 2016 the company agreed to buy Wattenberg Field oil and gas properties from Noble Energy for about $505 million in cash, in two closings: about $487.2 million in June 2016 and about $17.8 million later, once a government consent decree on some properties is released. A $50.5 million deposit is in escrow. To help fund it, the company amended its bank credit agreement (eighth amendment) to allow senior unsecured notes, and got a commitment from MTP Energy Master Fund and GSO Capital Partners to buy $80 million of 9% five-year senior notes. The same filing furnished first-quarter 2016 results: revenue $18.3 million, net loss $51.4 million including a $45.6 million impairment, production up 65% to 1,047 MBOE, and total liquidity of $195.9 million at March 31, 2016.
14 Apr 2016material agreement● NeutralMajor
The company sold 19,500,000 new shares to underwriters led by Credit Suisse at $7.3535 per share on April 11, 2016. The underwriters then used their option on April 12 to buy 2,925,000 more, so 22,425,000 shares were issued and the offering closed April 14. This adds to the share count and continues the string of share offerings since the January 2016 prospectus supplements; the filing does not say what the money is for.
21 Dec 2015asset acquisition disposition● Neutral
This is a repeat of the December 18, 2015 amendment, filed only to add the auditor EKS&H's consent as Exhibit 23.1. The explanatory note says no other changes were made; it carries no new substance.
18 Dec 2015asset acquisition disposition● Neutral
This amendment supplies the financial statements and pro forma figures for the Kauffman acquisition. It restates that the seller received $35.0 million cash and 4,418,413 shares valued at $49.8 million, and with assumed liabilities the preliminary price was $85.2 million, up from the original $78.0 million because the share value moved from $9.73 to $11.28. The acquired assets are described as interests in 29 non-operated horizontal wells and about 4,300 net acres. It fulfils the earlier commitment to file acquisition financials.
22 Oct 2015capital raising announcement● Neutral
The Kauffman acquisition closed on October 20, 2015, with 4,418,413 new shares issued to the seller as part of the payment. The filing describes about 4,100 net acres (the earlier announcement said about 4,300). The company's address has also changed, from Platteville to Denver. This resolves the pending Kauffman purchase.
16 Sept 2015capital raising announcement▲ GoodMajor
On September 14, 2015 the company agreed to buy about 4,300 net acres of DJ Basin leasehold and related assets from K.P. Kauffman Company for $35 million cash plus about 4.4 million shares (the press release puts the total at $78 million and notes non-operated interests in 25 gross horizontal wells producing about 1,200 BOED), with closing expected in October 2015. The same filing carries an operations update (fiscal 2015: 46 gross operated wells drilled; one rig under contract through calendar 2015, no long-term drilling commitments for fiscal 2016), a restatement of the articles with no substantive changes, and notice of an October 16 earnings call. The signer and call hosts are President Lynn Peterson, CFO James Henderson and COO Craig Rasmuson, so the leadership team differs from the Co-CEO/Jennings team in earlier filings (inference: a management change, not explained in this filing).
8 June 2015debt financing● Neutral
On June 2, 2015 the company signed a sixth amendment to its credit agreement, setting the borrowing base at $175 million (down from $200 million after the January offering), with the maximum commitment staying at $500 million and maturity December 15, 2019. A minimum current ratio covenant was replaced by a minimum liquidity requirement of $25 million. The filing does not state the amount drawn.
26 May 2015material agreement▲ Good
On May 19, 2015 the company agreed to buy the remaining 35% working interest in the NE Wattenberg Extension Area (Greenhorn) AMI from Foreland Investments LP, for 323,745 restricted shares worth about $3.9 million ($250 per net acre); closing was scheduled before May 31. The press release says this brings it to a 100% working interest in the AMI, about 56,000 net acres in the Extension Area, and that the first Greenhorn well (Conrad 44-1GHZ) was about to be spudded. This follows the earlier Greenhorn partnership and the planned Greenhorn test well, though the filing doesn't link the two names.
1 May 2015asset acquisition disposition▲ Good
On April 27, 2015 the company bought an undivided 30% working interest in undeveloped leases (about 45,000 gross, 13,500 net acres) in the NE Wattenberg Extension Area from Vectra Oil & Gas, paying 287,642 restricted shares worth about $3.4 million ($250 per net acre) rather than cash. This continues the Extension Area leasehold build-up with the Vecta/Vectra partner (the filing spells it 'Vectra').
28 Jan 2015material agreement● NeutralMajor
On January 27, 2015 the company agreed with Seaport Global Securities to sell 16,186,046 new shares at $10.75, expecting about $165.8 million net (about $190.7 million if the extra-share option is fully used). The money is for further Wattenberg acquisitions, paying down the credit facility and general purposes. The borrowing base will drop to $200 million from $230 million as a result of the offering, with a redetermination as of February 28, 2015. Existing shareholders are diluted by the new shares.
18 Dec 2014asset acquisition disposition▲ GoodMajor
On December 15, 2014 the company closed its purchase of Wattenberg oil and gas properties from three independent companies for $125 million: about $75 million cash plus 4,648,136 restricted shares valued at $50 million. It also amended its credit line, lifting the borrowing base from $110 million (June 2014) to $230 million, with a $500 million maximum commitment, maturity moved to December 15, 2019, and the lender group now an eight-bank syndicate led by SunTrust and KeyBank. About $66.2 million was drawn on the line for the purchase. The properties include working interests in 17 horizontal wells, 84 vertical wells and acreage the company estimates could support 150 horizontal wells.
7 Aug 2014business combination● Neutral
On August 1, 2014 Co-CEOs Ed Holloway and William Scaff and CFO Frank Jennings adopted pre-arranged stock sale plans, effective September 2, 2014 and running to February 27, 2015: up to 350,000 shares each for Holloway and Scaff and 50,000 for Jennings. Each says the plan is for diversification and liquidity; each would still hold 2,901,287 (Holloway, Scaff) or 186,618 (Jennings) shares if all are sold. Not a business combination despite the form category. It shows insiders may sell stock, and also shows Holloway and Scaff as Co-CEOs.