Past year: ▲ 0%(0.10c – 0.20c USD)
Each one in plain English, with the numbers worked through for a shareholder.
23 Mar 2009bankruptcy or receivership▼ BadMajor
On March 20, 2009 the company and two subsidiaries, Transmeridian Exploration Inc. (the issuer of the senior notes) and Bramex Management, Inc., filed voluntary Chapter 11 petitions in the U.S. Bankruptcy Court for the Southern District of Texas. They will keep operating as debtors-in-possession. The filing gives no plan terms, so what happens to common and preferred shares is not yet stated.
3 Mar 2009debt financing▼ Bad
On February 17, 2009 the landlord of the company's Houston office (5847 San Felipe, 43rd floor) ended its right to occupy the space, though not the lease, and accelerated the rent, demanding $607,749.26 including damages and attorney fees. The filing says this is because rent went unpaid from October 2008 through February 2009. The filing is signed by a Co-Chief Restructuring Officer, Gary W. Neus, a new name in the leadership list.
12 Feb 2009substantial holder notice● Neutral
Capital Group International, Inc, Capital International, Inc reported no remaining TRANSMERIDIAN EXPLORATION INC shareholding in its periodic institutional filing.
14 Jan 2009listing compliance notice● NeutralMajor
TRANSMERIDIAN EXPLORATION INC's exchange filed to remove a class of its securities from listing.
21 Nov 2008listing compliance notice▼ BadMajor
On November 17, 2008 the exchange (now NYSE Alternext US) staff gave the company a delisting notice, saying it failed to show it could regain compliance with the listing standards raised since May and September. The exchange said the UEGL agreement, now terminated, was the company's sole initiative to regain compliance, and projections showed it would not reach the $6M equity requirement by March 23, 2010. It also cited an unpaid $15,000 listing fee and wanted a reverse stock split, which the company will not do. The company does not plan to appeal, expects the decision final by November 24, 2008, and warns a trading market may not resume after delisting.
19 Nov 2008material agreement termination▼ BadMajor
On November 15, 2008 the company and United Energy Group agreed to end the Investment Agreement and Investor Rights Agreement, and each released the other from claims relating to them. The note exchange offer and UEGL's $76-per-share preferred tender offer were also terminated; tendered notes and preferred shares are to be returned, and no preferred was purchased. The October indenture amendments will not take effect. This ends the UEGL rescue deal that had been the main pending transaction. The filing gives no reason for the termination.
30 Oct 2008security holder rights change● NeutralMajor
On October 24, 2008 the company and its subsidiaries signed a Third Supplemental Indenture and new security documents for the $290M 12% senior secured notes, after noteholders gave the required consents on October 8. The changes only take effect when the notes are accepted in the exchange offer, expected just before the UEGL deal closes. Under that exchange, holders would get $200 cash and $800 of new 12% notes due December 15, 2010 per $1,000 of old notes, and the filing says tenders already exceed the $222,157,000 threshold (90% of notes excluding the $43,159,000 held by UEGL). This continues the UEGL deal, which is not yet closed; the filing text is truncated.
29 Sept 2008listing compliance notice▼ BadMajor
On September 23, 2008 the AMEX said the company also fails three stockholders' equity standards (equity below $2M, $4M and $6M thresholds combined with past losses), based on its June 30, 2008 quarterly report. This adds to the May notice; the AMEX had accepted the company's earlier plan and extended that deadline to October 31, 2008. The company will submit a revised plan by October 7 to cover the new standards by March 23, 2010, and it refers to an Amended and Restated Investment Agreement with United Energy Group dated September 22, 2008. If the plan is rejected or compliance is not reached, delisting proceedings may follow.
24 Sept 2008substantial holder notice● Neutral
United Energy Group Limited reported a TRANSMERIDIAN EXPLORATION INC shareholding of 58,116,230 shares (32.80% of votes) in a periodic institutional filing.
5 Aug 2008substantial holder notice● Neutral
United Energy Group Limited reported a TRANSMERIDIAN EXPLORATION INC shareholding of 45,674,473 shares (25.80% of votes) in a periodic institutional filing.
25 July 2008substantial holder notice● Neutral
United Energy Group Limited reported a TRANSMERIDIAN EXPLORATION INC shareholding of 45,674,473 shares (25.80% of votes) in a periodic institutional filing.
7 July 2008debt financing▼ BadMajor
On June 18, 2008 the trustee for the $290M 12% senior secured notes sent a notice of default saying the company had not delivered a required legal opinion and accountants' compliance statement, and had not paid the June 15 interest. The company paid $8.7M on June 27, curing the interest default within the grace period. The other two defaults become an event of default if not cured by August 17, 2008, which would let the trustee or 25% of holders demand immediate repayment of the notes; the company says it intends to cure them.
23 June 2008substantial holder notice● Neutral
United Energy Group Limited disclosed a new substantial TRANSMERIDIAN EXPLORATION INC shareholding (25.80% of votes).
17 June 2008material agreement● NeutralMajor
On June 11, 2008 the company signed an Investment Agreement with United Energy Group Limited (Bermuda), after the failed $3.00 buyout. UEGL agreed to buy at least 90% of the senior and junior preferred stock at $76 per share (cash, or other forms for some holders), to put in cash for capital spending and working capital, and to receive new B-1 and B-2 preferred stock plus 10-year warrants on 33,653,960 shares at $2.00 and 5,000,000 at $1.00. The deal needs a preferred tender offer, a 90% exchange of the $290M 12% senior notes, a shareholder vote to raise authorised common shares to 500,000,000, and regulatory approvals. The company would then redeem remaining preferred, and make a change-of-control offer for notes not exchanged. This is the capital investment discussed after the merger ended; it is conditional and not closed. The warrants and convertible preferred could dilute common holders (inference); the filing text given is truncated, so the terms of the new preferred are not fully shown.
29 May 2008listing compliance notice▼ BadMajor
On May 23, 2008 the American Stock Exchange told the company it fails a continued listing standard because its losses or financial condition are so impaired that the AMEX questions whether it can continue operations and meet its debts as they fall due. The company must submit a plan by June 5, 2008 to regain compliance by August 20, 2008, or face delisting proceedings. It also disclosed that its 2007 annual report carried an auditor's going-concern qualification (UHY LLP), which it had not announced by press release as required. Its ticker now carries a .BC marker for non-compliance.
2 Apr 2008material agreement termination▼ BadMajor
On March 31, 2008 the company terminated its merger agreement with Trans Meridian International, the buyer formed by CEO Olivier, because the buyer had not met the financing condition and the board was not satisfied with the financing information provided by March 21. No termination fee or other liability is owed by the company. The $3.00-per-share cash offer is therefore off. The company says it will keep seeking proposals from other parties and any new deal could pay common holders less than $3.00. It is also in preliminary talks about a substantial capital investment; no agreement on either is reported. The filing says the termination may lower the junior preferred conversion price from $1.90 to the 15-day average share price, but not below $1.50, which would mean more common shares on conversion (up to 66.67 shares per junior preferred share).
21 Mar 2008business combination▼ BadMajor
The board set deadlines for the Olivier-led buyer: detailed financing information is due by March 21, 2008, and if the board is not satisfied with it, or the financing condition is not met by March 31, 2008, the company will terminate the merger agreement. It says it is continuing discussions with another interested party about acquiring the company, and warns that a deal with someone else could pay common holders less than the $3.00 per share. It is also in preliminary talks about a substantial capital investment. No agreement is reported on either; the financing condition remained unmet as of this filing.
17 Mar 2008late filing notice▼ Bad
TRANSMERIDIAN EXPLORATION INC notified the SEC that its annual report would be filed late.
13 Feb 2008substantial holder notice● Neutral
Citadel Investment Group, L.L.C, Citadel Investment Group II, L.L.C, Citadel Limited Partnership, Kenneth Griffin, Citadel Holdings I LP, Citadel Holdings II LP, Citadel Advisors LLC, Citadel Equity Fund Ltd, Citadel Derivatives Group LLC, Citadel Derivatives Trading Ltd reported a TRANSMERIDIAN EXPLORATION INC shareholding of 3.00% of votes in a periodic institutional filing.
12 Feb 2008substantial holder notice● Neutral
Capital Group International, Inc, Capital International, Inc reported a TRANSMERIDIAN EXPLORATION INC shareholding of 8,327,400 shares (7.20% of votes) in a periodic institutional filing.
5 Feb 2008material agreement● NeutralMajor
The company formally reported the Feb 1, 2008 waiver letter extending the buyer's deadline. The financing condition requires definitive documents making at least $1,000,000,000 available to the buyer and Merger Sub. The company may terminate the merger agreement without liability at any time after Feb 15, 2008 if that condition is not met. This puts a figure on the financing needed for the going-private deal.
4 Feb 2008business combination● Neutral
Olivier's buyer group filed Amendment No. 3 to its Schedule 13D, still showing 17,372,225 shares (14.6%). It confirms the company extended the financing deadline to Feb 15, 2008 by a Feb 1 letter, and restates that the buyer may terminate if financing documents are not signed by Feb 29, 2008. It reports no signed financing, and the offer has not started.
4 Feb 2008business combination● Neutral
Liberty Capital International, Olivier's 50% partner in the bidding company, filed its own pre-commencement notice. It owns no shares. It repeats that the company extended the financing deadline to Feb 15, 2008 and that Liberty is to source and control the financing under the Dec 29 agreement. It adds no new terms or progress on financing.
1 Feb 2008business combination● NeutralMajor
The company announced it has given the buyer, Trans Meridian International (formed by CEO Olivier), more time to meet the financing condition. The company can now terminate the merger agreement without liability at any time after Feb 15, 2008 if financing is not in place, earlier than the Feb 29 date the buyer had. It says it remains in contact with other interested parties and may still solicit competing offers. The $3.00 tender offer has still not started.
8 Jan 2008dividend declaration▼ Bad
The company paid another $4.50-per-share dividend on the 15% senior preferred on Jan 2, 2008, entirely in kind: 19,885 more preferred shares plus 1,396 common shares in place of fractions, and extended its resale registration to cover them. This continues the pattern of in-kind dividends that add to the share count.
3 Jan 2008business combination● Neutral
Another pre-commencement notice from CEO Olivier's buyer group, also amending his Schedule 13D. It shows Olivier and his family entities hold 17,372,225 common shares (14.6%). It also discloses that on Dec 29, 2007 Olivier signed a Joint Tender Agreement with Liberty Capital International, Inc. to form a bidding company owned 50% each, with Liberty responsible for sourcing the financing. The tender offer has still not started.
2 Jan 2008business combination● NeutralMajor
The company filed the merger agreement signed December 31, 2007 with Trans Meridian International, Inc. and its subsidiary TME Merger Sub. Merger Sub will make a tender offer at $3.00 per share, then merge into the company, which would become a wholly owned subsidiary of the parent, with each remaining common share converted into $3.00 in cash. This formalises the December 31 announcement; it does not report that the tender offer has started or that the deal has closed.
31 Dec 2007business combination● Neutral
This is the buyer's pre-commencement notice, filed by Olivier, his family entities and Trans Meridian International, which attaches the December 31 press release on the $3.00-per-share cash deal. The filing is marked as a going-private transaction and carries no filing fee because the tender offer has not started. It adds no new terms beyond that announcement.
31 Dec 2007business combination▲ GoodMajor
The company announced a definitive merger agreement with Trans Meridian International, Inc., a company formed by its own Chairman and CEO Lorrie Olivier. It plans a cash tender offer of $3.00 per common share (114% above the $1.40 close on December 28, 2007), followed by a merger, as a going-private deal that would delist the stock from AMEX and deregister it. The offer has not begun and cannot begin until financing is in place; closing needs enough shares tendered that, with Olivier's group's holdings, they make up a majority on a fully diluted basis. The company may seek competing offers until the financing condition is met, and either side can walk away if financing is not in place after January 31 (company) or February 29, 2008 (buyer). This is the outcome of the sale process begun in 2007, but it is still conditional, and the buyer is led by the CEO.
3 Oct 2007dividend declaration● NeutralMajor
The company paid a $4.50-per-share dividend on the 15% senior preferred on October 1, 2007, entirely in kind: 19,029 more preferred shares plus 1,039 common shares in place of fractions. It also confirms that the July 1 test was missed (neither the production nor the share-price threshold was met), so the dividend rate rose to 18% a year; this resolves the open question from the earlier filings. Separately, an October 3 press release says South Alibek oil production has resumed at about pre-curtailment levels through the new central facility, with approvals for the amended gas utilization plan received, gas flaring permitted until November 1, 2007, and the 2007 flaring allowance raised from 7 million to 20 million cubic meters. It says the company's own pipeline connection to the export system can now be used, with first export shipments still ahead. This resolves the curtailment and flaring-relief threads.
