16 Jan 2018listing compliance notice▼ Bad
Triangle Petroleum Corp withdrew a registration statement, abandoning the offering it covered.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
16 Jan 2018listing compliance notice▼ Bad
Triangle Petroleum Corp withdrew a registration statement, abandoning the offering it covered.
16 Jan 2018listing compliance notice▼ BadMajor
Triangle Petroleum Corp terminated the registration of a class of securities, ending its reporting obligation for them.
16 Jan 2018listing compliance notice▼ Bad
Triangle Petroleum Corp withdrew a registration statement, abandoning the offering it covered.
16 Jan 2018listing compliance notice▼ Bad
Triangle Petroleum Corp withdrew a registration statement, abandoning the offering it covered.
23 May 2017debt financing▼ BadMajor
NGP Triangle Holdings demanded repayment of $153,841,831.05 on its 5.0% Convertible Promissory Note (dated July 31, 2012) after a "Fundamental Change", with a May 17, 2017 repurchase date. Triangle did not pay, which is an Event of Default and makes the whole balance immediately due. The company says talks with stakeholders on a consensual restructuring have produced no definitive agreements, and it may have to reorganize through bankruptcy if it cannot restructure. This follows the March 2017 TUSA plan and delisting; the filing does not say what the "Fundamental Change" was.
6 Apr 2017listing compliance notice● NeutralMajor
Triangle Petroleum Corp's exchange filed to remove a class of its securities from listing.
28 Mar 2017listing compliance notice▼ BadMajor
On Mar 27, 2017 NYSE MKT told Triangle it is no longer suitable for listing and would begin delisting. The notice follows Triangle's Mar 24, 2017 disclosure that the Chapter 11 plan for TUSA, now called its former subsidiary, took effect. Trading was suspended Mar 27 and Triangle will not appeal. The stock is expected to move to OTC Pink, with no assurance of continued trading. The filing does not say what the plan did to Triangle's own shares.
12 Sept 2016asset acquisition disposition▼ BadMajor
On Sept 8, 2016 RockPile sold substantially all its assets to RockPile Newco, a White Deer Energy L.P. II subsidiary, for a $58.0 million base cash price, closing at signing. The proceeds went to RockPile's secured lenders, apart from holdbacks and a wind-down budget, and Triangle received no proceeds for its ownership. RockPile will be wound down under a liquidating trustee (Carroll Services). This ends Triangle's ownership of the oilfield services business.
6 Sept 2016material agreement● Neutral
On Aug 31, 2016 RockPile signed Amendment No. 5 to its Citibank credit agreement, the third such amendment in about five weeks, again changing information and process requirements and deadlines. No amounts are given.
24 Aug 2016material agreement● Neutral
On Aug 19, 2016 RockPile signed Amendment No. 4 to its Citibank credit agreement, again changing information and process requirements and deadlines. No amounts are given.
4 Aug 2016material agreement● Neutral
On July 29, 2016 RockPile (Triangle's pressure pumping subsidiary) signed Amendment No. 3 to its Citibank credit agreement, changing information and process requirements and deadlines. The filing gives no figures or other detail, and the amendment text will be filed later.
30 June 2016bankruptcy or receivership▼ BadMajor
On June 29, 2016 TUSA, Ranger Fabrication and their subsidiaries filed Chapter 11 in Delaware (Case 16-11566), which accelerated the credit agreement and the 6.75% 2022 notes indenture. Holders of about 73% of the 2022 notes signed a plan support agreement: the revolver would be repaid in cash from a new revolver and a new-money rights offering, and the 2022 notes would convert into 100% of reorganized TUSA's equity (subject to dilution). Triangle itself did not file. Separately, on June 28 Triangle adopted a Tax Benefits Preservation Plan (rights plan, $5.00 purchase price, July 8 record date, expiring June 28, 2019) to protect its tax losses. A director change was also reported but the text is truncated.
1 June 2016debt financing▼ BadMajor
On May 27, 2016 TUSA signed a forbearance agreement with Wells Fargo and certain lenders. The lenders agreed not to enforce their rights over potential breaches of the current ratio (1.00) and senior secured leverage ratio (2.75) for the quarter ended Apr 30, 2016. Forbearance ends on the earlier of July 8, 2016 or a termination event. It was conditioned on the first shortfall installment, paid May 31, and adds minimum liquidity requirements and limits on prepaying other debt. This follows the borrowing base cut and shows the covenants were at risk of being breached.
4 May 2016debt financing▼ BadMajor
On Apr 28, 2016 TUSA's lenders cut its borrowing base to $225 million from $350 million. TUSA had $347.5 million borrowed plus $2.5 million of letters of credit, leaving a $125 million shortfall, against about $152 million of cash. TUSA expects to repay the shortfall in three equal monthly installments, the first due by May 31, 2016.
4 May 2015debt financing▼ BadMajor
On Apr 30, 2015 TUSA amended its Wells Fargo credit agreement. The funded-debt test (4.0x) is replaced with a senior secured debt to EBITDAX cap of 2.75x, which excludes the 6.75% Senior Notes due 2022 issued July 2014. A minimum EBITDAX-to-interest ratio of 2.5x is added, along with a right to cure covenant breaches with capital from Triangle (up to five times, two in any four quarters). The May 2015 redetermination set the borrowing base at $350.0 million, down from the $435.0 million set in Nov 2014.
2 Dec 2014debt financing▲ GoodMajor
On Nov 25, 2014 Triangle USA (TUSA) signed a Second Amended and Restated Credit Agreement with Wells Fargo as agent: a $1.0 billion senior secured revolver with the borrowing base set at $435.0 million. It still matures Oct 16, 2018, requires a current ratio of at least 1.0 and funded debt to EBITDAX of no more than 4.0, and is guaranteed by TUSA's domestic subsidiaries. This restates the senior revolver whose base was $355M earlier in 2014 (inference: it replaces that facility).
19 Nov 2014debt financing▲ Good
On November 13, 2014 RockPile increased its Citibank-led revolving credit facility from $100.0 million to $150.0 million, with the accordion still allowing up to $50.0 million more (total $200.0 million). The amendment also loosens covenants on dividends and distributions and raises permitted capital spending. This continues the March 2014 RockPile facility.
2 July 2014asset acquisition disposition● NeutralMajor
On June 30, 2014 Triangle USA closed the Marathon acquisition of about 41,500 net acres for $90.5 million cash, after a $9.5 million downward adjustment from the $100.0 million price, with further adjustments possible. It was funded by the new second-lien facility, the first-lien revolver and a capital contribution from Triangle. The second-lien credit agreement signed June 27, 2014 with Wells Fargo Energy Capital is $60.0 million (plus up to $40.0 million optional additional loans at the agent's discretion), at LIBOR plus 7% or base rate plus 6%, maturing April 16, 2019, and guaranteed by domestic subsidiaries.
19 May 2014material agreement▲ GoodMajor
On May 14, 2014 Triangle USA agreed to buy about 41,500 net acres in Williams County, ND and Sheridan and Roosevelt Counties, MT from Marathon Oil for $100.0 million, effective January 1, 2014, with a $5.0 million deposit in escrow. Either side can walk away if it has not closed by September 1, 2014, or if defects and losses reach $25.0 million. This is the second of the two acquisitions announced May 14, 2014.
15 May 2014debt financing● NeutralMajor
Triangle USA raised its senior credit facility borrowing base from $320.0 million to $355.0 million (Amendment No. 4, May 9, 2014), with further increases of $10.0 million and $40.0 million tied to two Williston Basin acquisitions. It also received a Wells Fargo Energy Capital commitment for a second-lien loan (up to $150.0 million, initial $100.0 million, about $60.0 million expected to be drawn), reversing the earlier decision not to pursue one. The press release says Triangle signed two agreements for about 46,100 net acres for roughly $120 million, with 100% debt financing and closing expected by June 30, 2014. The annual meeting moved to July 17, 2014.
14 Apr 2014financial restatement▼ BadMajor
Triangle said its October 31, 2013 quarterly results should no longer be relied on and will be restated to record the fair value of its Caliber trigger units and warrants: roughly $35.8 million more other income and equity investment, offset by about $6.0 million of deferred tax. Restated net income for the quarter is about $47.2 million (about $59.2 million for nine months). The company also expects a roughly $39.7 million non-cash pre-tax gain for fiscal 2014, plans to file the 10-K by April 16, and set the 2014 annual meeting for July 16 (record date May 19, proposals due April 25). This is a second restatement after the Oct 2012 quarter one, though the filing does not connect the two.
31 Mar 2014debt financing▲ GoodMajor
On March 25, 2014 RockPile, Triangle's pressure pumping subsidiary, signed a new $100 million five-year revolving credit facility (expandable to $150 million) with Citibank as agent and Wells Fargo as co-lead arranger, maturing March 25, 2019. The company's press release says the previous facility's limit was $27.5 million and that part of the proceeds will refinance RockPile's existing debt. Triangle itself is not a guarantor, which differs from the February 2013 RockPile facility that Triangle guaranteed.
18 Dec 2013debt financing▲ Good
Caliber Midstream, Triangle's joint venture with First Reserve's fund, closed a $200 million five-year senior secured revolving credit facility (with up to $100 million more possible) and declared a $1.05 per unit distribution, which pays Triangle $3.15 million and FREIF $7.35 million. Caliber will not borrow until FREIF's full $150 million and Triangle's $30 million equity contributions are funded, and neither partner guarantees the facility. Separately, Chairman Peter Hill adopted a plan to sell up to 100,000 shares through October 31, 2014; he says it is for diversification and estate and tax planning, and the company receives no proceeds.
22 Nov 2013debt financing● Neutral
On November 18, 2013 RockPile Energy Services, Triangle's pumping subsidiary, raised the equipment term loan under its February 2013 Wells Fargo credit agreement from $10.5 million to $18.0 million. All other terms are unchanged.
22 Oct 2013debt financing▲ GoodMajor
On October 16, 2013 Triangle USA's Wells Fargo-led credit facility was amended: the borrowing base (the amount banks will lend) rose from $165.0 million to $275.0 million, the maturity moved to October 16, 2018, and interest margins fell by 0.25%. JPMorgan Chase, KeyBank and IBERIABANK joined as new lenders. This continues the step-ups since April 2013 ($110M, then $165M).
17 Sept 2013material agreement▲ GoodMajor
On September 12, 2013 Triangle and First Reserve's fund (FREIF) amended the Caliber midstream joint venture. FREIF will put in a further $80.0 million for 8,000,000 new units by June 30, 2014, and Triangle's 4,000,000 trigger units will convert to regular units with no extra money from Triangle. After that, Triangle would hold about 32% and FREIF about 68%, versus Triangle's 30% now. This turns the previously uncommitted $80M from FREIF into a signed commitment.
30 Aug 2013asset acquisition disposition▲ GoodMajor
On August 28, 2013 Triangle closed the Kodiak purchase of about 5,620 net acres in McKenzie County for $83.8 million in cash, $1.8 million above the $82.0 million agreed price because of pre-closing adjustments (more adjustments may follow). It also closed the planned leasehold trade with Kodiak for about 635 net acres. It issued 11,350,000 shares at $7.20 ($81.72 million) to an affiliate of TIAA's TOGI, ActOil Bakken, LLC, with the rights agreement terms as previously described. Triangle said it will not go ahead with the $60 million second-lien facility for now, after the equity raises. At the August 30 annual meeting, holders re-elected six directors, ratified KPMG, approved 40,000,000 authorized preferred shares and approved the CEO's stand-alone stock option agreement (about 26.4 million votes for, 13.3 million against).
14 Aug 2013material agreement● NeutralMajor
Triangle sold 15,000,000 new shares to the public at $6.25 each through underwriters led by Wells Fargo Securities; the sale closed August 14, 2013 and raised about $88.4 million after costs. This is the public offering announced on August 6. Underwriters have a 30-day option for up to 2,250,000 more shares at the same price. The company says the money is for its drilling and development program, select acquisitions and general corporate purposes. Shareholders' stakes are diluted by the new shares.
6 Aug 2013material agreement▲ GoodMajor
On August 5, 2013 Triangle USA agreed to buy about 5,620 net acres in McKenzie County, North Dakota from Kodiak Oil & Gas for $82.0 million, effective July 1, 2013, with a closing deadline of October 19, 2013. To pay for it, Triangle agreed on August 6 to sell 11,350,000 shares at $7.20 ($81.7 million) to TIAA Oil and Gas Investments; the filing also announces a public stock offering, but gives no size or price. Wells Fargo Energy Capital has also committed to a second-lien loan of up to $150 million, with $60 million initially, expected to close by September 30, 2013. The share sale depends on the acquisition closing, and the TIAA rights agreement limits new debt without TIAA's consent to a 5.0 leverage ratio, with the senior credit facility and the July 2012 convertible note excluded from that test.