SRC Energy Inc.

SRC Energy Inc. suspended its duty to file periodic reports with the SEC.

listing compliance notice

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

listing compliance notice

SRC Energy Inc.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

business combination

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.

business combination

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.

business combination

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.

material agreement

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.

asset acquisition disposition

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).

security holder rights change

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.

debt financing

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.

material agreement

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.

debt financing

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.

asset acquisition disposition

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.

material agreement

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.

debt financing

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.

material agreement

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).

capital raising announcement

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.

material agreement

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.

asset acquisition disposition

On July 7, 2014 Synergy signed a turn-key contract with Ensign Drilling Company of North America for a third automated rig to drill at least eight horizontal wells on its Wiedeman lease, estimated at $7,200,000 to $10,000,000, with an option to keep the rig pad by pad. It also extended Ensign Rig #134 through December 31, 2014; Rig #131 stays on its original terms through the end of 2014. This continues the drilling build-up.

material agreement

On June 4, 2014 Synergy amended its credit facility again, raising the borrowing base from $90 million to $110 million with the maximum commitment staying at $300 million. Maturity moved from November 2016 to May 29, 2019, and pricing changed to prime +0.5-1.5% or LIBO +1.75-2.75% with a 2.5% minimum rate. The lenders listed are Community Banks of Colorado, CoBiz, Amegy, Suntrust and KeyBank; Texas Capital Bank, named in December 2013, is not listed. The filing does not state the amount drawn.

debt financing

On December 20, 2013 Synergy amended its credit facility, raising the borrowing base from $75 million (June 2013) to $90 million, with the maximum commitment raised from $150 million to $300 million. Texas Capital Bank, Suntrust and Key Bank join the lenders, due November 28, 2016, at prime +0-1% or LIBO +2.5-3.25%. The filing does not state how much is drawn. This follows the cash payments for the November acquisitions, though the filing does not link them.

debt financing

The September 2013 acquisition closed on November 12, 2013 for about $20,500,000: $17,800,000 cash plus 301,339 restricted shares valued at $2,700,000. Synergy holds 100% working interest (75% net revenue interest) in 21 producing Wattenberg wells and operates them. This resolves the pending deal as announced.

asset acquisition disposition

The August 2013 Wattenberg acquisition closed on November 13, 2013 for about $17,000,000: $12,750,000 cash plus 550,518 restricted shares valued at $4,250,000. Synergy now holds about 27.5% working interest (22% net revenue interest) in 45 producing wells and operates 44 of them. The price and well count came in below the signing announcement ($17.5M; 47 wells), though the filing does not explain why. This resolves the pending deal.

asset acquisition disposition

On September 16, 2013 Synergy agreed to buy 21 producing Wattenberg wells and about 800 net acres from an unnamed independent company for $20,500,000 ($17,800,000 cash and $2,700,000 in restricted shares), giving it 100% working interest (75% net revenue interest) with Synergy as operator. Closing depends on title review and other normal conditions. This is a second pending acquisition alongside the August 2013 deal.

material agreement

On August 27, 2013 Synergy agreed to buy Wattenberg oil and gas properties from an unnamed independent company for $17,500,000 ($13,125,000 cash and $4,375,000 in restricted shares). They include 38 wells operated by the seller, 9 non-operated wells, a disposal well and about 3,639 gross (1,000 net) acres, at an average ~27.5% working interest. Closing depends on title review and other normal conditions. This adds to the company's Wattenberg growth by acquisition and is partly paid in new shares.

material agreement

On July 24, 2013 Synergy amended its April 19, 2013 drilling contract with Ensign United States Drilling, adding 21 wells to the original four for a total of 25 wells at about $1,100,000 per well. The 21 added wells are all in the Wattenberg Field and are expected to be drilled over the next 12 months, which expands the drilling plan.

material agreement

The underwriters exercised their over-allotment option in full on June 14, 2013, and the offering of 13,225,000 shares at $6.25 closed June 19, 2013, with net proceeds of about $78,273,000. This completes the June offering and resolves the open over-allotment question; the full amount is dilutive.

material agreement

On June 13, 2013 Synergy agreed with Johnson Rice & Company and underwriters to sell 11,500,000 shares at $6.25, plus a 30-day option for 1,725,000 more. Expected net proceeds are about $68,031,000, with closing around June 19. It uses the shelf registration effective April 23, 2013. The filing does not state a use of proceeds. This is a second underwritten offering after December 2011 and is dilutive.

material agreement

The Vecta exploration agreement closed March 13, 2013. Synergy paid a leasehold reimbursement fee of $2,928,502 cash (up from $2,841,855 first stated) plus 100,000 restricted shares valued at about $660,000 (up from about $640,000). The partners plan seismic work and a horizontal Greenhorn or Niobrara test well, with the first Greenhorn well contemplated by October 31, 2013. This resolves the March 1 pending agreement.

asset acquisition disposition

On March 1, 2013 Synergy signed an exploration agreement with Vecta Oil and Gas, Ltd. covering Greenhorn-area and Wattenberg-extension leases in Morgan and Weld Counties. Synergy would hold 35% of about 101,675 gross (45,661 net) acres and 65% of about 3,718 gross (2,983 net) acres, paying $2,841,855 cash plus 100,000 restricted shares (about $640,000). An initial Greenhorn test well is contemplated by October 31, 2013, with Synergy as operator. Closing is subject to title review. This builds on the Greenhorn focus stated with the March 2012 DeClar/Wolf Point leases.

material agreement

On December 5, 2012 Synergy completed the Orr Energy purchase agreed in October: 36 producing Wattenberg wells and about 3,933 gross (3,196 net) acres, for $30,000,000 cash plus 3,128,422 restricted shares (valued at $12,000,000). About 1,000 undeveloped acres lie northeast of Wattenberg. This resolves the October pending deal and adds dilution from the new shares.

asset acquisition disposition

On November 28, 2012 Synergy restated its credit line as a multi-bank facility, adding CoBiz Bank (Colorado Business Bank) and Amegy Bank alongside Community Banks of Colorado as agent. The initial borrowing base is $47,000,000 (up from the $30M limit), within a $150,000,000 maximum commitment, due November 28, 2016, secured by substantially all producing wells and developed leases. Interest is prime plus 0-1% or LIBO plus 2-3.25%. This replaces the earlier November 2014 maturity and greatly increases borrowing capacity.

debt financing

On October 18, 2012 the credit line (now with Community Banks of Colorado, successor to Bank of Choice) was raised from $20,000,000 to $30,000,000, with about $3,000,000 borrowed. On October 23 Synergy agreed to buy from Orr Energy, LLC 36 producing Wattenberg wells and about 3,933 gross (3,196 net) acres for $42,000,000: $30,000,000 cash plus $12,000,000 in restricted shares. Closing depends on title review and customary conditions. This is the company's largest purchase in this record and would add dilution.

material agreement

On December 16, 2011 Synergy agreed with Northland Securities and underwriters to sell 12,727,273 shares in a public offering at $2.75, with a 30-day option for up to 1,909,090 more. Expected net proceeds are about $32,525,000 excluding the option, with closing expected around December 21. Proceeds go to Wattenberg development drilling and general purposes. The stock is now listed on NYSE Amex, and the offering uses an existing shelf registration. This is the company's first underwritten public offering in this record and is dilutive.

material agreement

On November 30, 2011 Synergy signed a new Bank of Choice revolving credit line of up to $15,000,000, at the greater of 3.25% or prime, due November 30, 2014 and secured by substantially all producing wells and developed leases. It borrowed about $5,342,000 right away to repay the loan owed to Petroleum Exploration and Management, the note issued in the May 2011 acquisition. This replaces the related-party debt with bank debt and extends borrowing beyond the June 2011 line (the filing does not say whether that line was ended).

debt financing

the New York Stock Exchange certified SRC Energy Inc.'s securities for listing, clearing them to begin trading.

listing compliance notice

On May 24, 2011 Synergy bought 87 producing wells, one shut-in well and leases over about 6,968 gross acres from Petroleum Exploration and Management, owned by Holloway and Scaff. It paid $10,000,000 cash, issued 1,381,818 restricted shares and a $5,200,000 note at 5.25% due January 2, 2012, secured by the acquired assets, and assumed none of PEM's liabilities. Disinterested directors and a majority of shares voting at a May 23 special meeting approved it, with Holloway and Scaff not voting. This is a much larger related-party deal than earlier ones; financial statements are to come by amendment.

asset acquisition disposition

On March 21, 2011 Synergy issued 1,312,796 restricted shares to fourteen people in exchange for oil and gas leases covering 89,805 gross (80,334 net) acres in the D-J Basin. Director George Seward received 337,523 of those shares for leases covering 19,852 net acres, so part of this was a related-party deal. It adds acreage and dilutes existing shareholders.

capital raising announcement

Synergy completed its $18.0 million private placement of 9,000,000 shares at $2.00, in two closings (December 23, 2010 and January 11, 2011), netting about $16.7 million. Proceeds are for acquisitions, the 2011 drilling program and working capital. Oppenheimer was lead placement agent with GVC Capital as co-agent, and the company agreed to file a registration statement for resale of the shares. This completes the raise started in December.

capital raising announcement

On December 23, 2010 Synergy sold 6,502,500 shares of common stock to private investors at $2.00 per share, for net proceeds of $12,075,323. This is a new equity raise, the first stock sale in this record since the 2009 private placement, and it dilutes existing holders. The filing gives no use of proceeds.

capital raising announcement

The convertible note offering closed finally on March 12, 2010 with all 180 units sold, after the company raised the size from 150 units. Net proceeds were about $16.6 million after placement agent commissions (GVC Capital LLC) and expenses; all investors get 50,000 warrants per unit. Proceeds go to the 35-well Wattenberg program, and as of March 15, 2010 the company had drilled 12 wells, completed 9, with 4 producing. This completes the note raise; the notes can convert into shares at $1.60 after May 31, 2010, which could dilute shareholders.

capital raising announcement

On February 26, 2010, Synergy signed a contract with Ensign United States Drilling to drill at least twenty wells in the Wattenberg field in Weld County, Colorado, to test the Niobrara, Codell and J-Sand formations, with the first well scheduled to start March 4, 2010. Estimated drilling cost is $125,000 to $180,000 per well, and Synergy will operate. This is consistent with the 35-well program the note proceeds are meant to fund, though the filing does not link them explicitly.

material agreement

Synergy reported selling units of 8% promissory notes plus warrants: 41.65 units at $100,000 each closed December 29, 2009, and another 52.8 units by January 28, 2010 (94.45 units in total, about $9.4 million by simple multiplication, an inference). The notes mature December 31, 2012, are convertible into common stock after May 31, 2010 at an initial $1.60 per share, and are secured by wells drilled or acquired with the proceeds. Warrants per unit were raised from 37,000 to 50,000 (exercise price $6.00). Proceeds fund a 35-well 2009/2010 Wattenberg program; the company had drilled eleven wells, completed nine and put four into production as of January 29, 2010. This adds convertible debt and potential dilution.

capital raising announcement

On November 3, 2009, Synergy signed another Ensign Drilling contract, for four wells in the Wattenberg field of the D-J Basin, with the first well (SRC 34-32) started that day. It holds a 62.5% working interest on a 160-acre Weld County lease and is the operator; 37.5% was bought for $60,000 from Petroleum Exploration & Management, which is controlled by Holloway and Scaff (another related-party deal), and 25% from an unrelated third party. Drilling is estimated at $175,000 to $200,000 per well plus $425,000 to complete. This extends the drilling program begun in August.

material agreement

On August 17, 2009, Synergy signed a drilling contract with Ensign Drilling Company for five to seven wells on the Meyer prospect in Weld County, Colorado, which it holds an option to buy from Petroleum Exploration and Management, LLC. Each well is estimated at about $175,000 to drill and $425,000 to complete, and drilling was expected to start in early September 2009. Synergy would hold a 31.25% to 62.5% working interest and operate the wells. This is its first drilling program described in these filings, following the capital raised in June.

material agreement

On June 29, 2009, Synergy completed a private sale of 1,000,000 units at $3.00 each, each unit made up of two common shares, one Series A warrant ($6.00 exercise price) and one Series B warrant ($10.00 exercise price). That implies about $3 million raised (inference from units times price; the filing does not state the total) and more shares and warrants outstanding, which dilutes existing holders. A $47,600 commission was paid to Scottsdale Capital Advisors on 158,667 units.

capital raising announcement

The deal closed on September 10, 2008: Brishlin acquired about 89% of Synergy Resources in exchange for 8,902,500 shares and 1,042,500 Series A warrants, after shareholders approved the 10-for-1 reverse split and the name change to Synergy Resources on September 8. Synergy's only asset at the time was about $2.5 million in cash, and the filing says the company plans to buy the remaining Synergy shares separately and begin drilling in the D-J Basin. Ed Holloway became President and CEO and William Scaff, Jr. became Vice President, and both are also directors. Existing Brishlin holders are due Series A warrants (exercisable at $6.00) once a registration statement is effective. This completes the exchange agreement from the prior filing.

business combination

Brishlin Resources (the company that later became SRC Energy) agreed on August 27, 2008 to acquire 8,935,000 shares of Synergy Resources Corporation from certain Synergy shareholders, in exchange for the same number of its own post-split shares. The deal needs a 1-for-10 reverse split (10,380,000 shares would become 1,038,000) and a name change to Synergy Resources, voted on at a September 8, 2008 special meeting. Brishlin shareholders are also to receive one warrant per post-split share, once an SEC registration statement is effective. The agreement can be terminated if the deal is not completed by September 15, 2008.

material agreement