Triangle Petroleum Corp

Triangle Petroleum Corp terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

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.

debt financing

Triangle Petroleum Corp's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

listing compliance notice

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.

asset acquisition disposition

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.

bankruptcy or receivership

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.

debt financing

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.

debt financing

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.

debt financing

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).

debt financing

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.

asset acquisition disposition

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.

material agreement

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.

debt financing

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.

financial restatement

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.

debt financing

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).

debt financing

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.

material agreement

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).

asset acquisition disposition

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.

material agreement

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.

material agreement

On July 30, 2013 Triangle USA Petroleum amended its April 2013 Wells Fargo credit agreement, raising the borrowing base from $110 million to $165 million. The amendment also allows hedging up to 85% of expected production and makes room for a future second-lien credit facility. Other terms are unchanged.

debt financing

On April 17, 2013 Triangle's board concluded that its financial statements for the quarter ended October 31, 2012 should not be relied on and must be restated, after SEC staff comments on how RockPile's pumping work on wells Triangle has an interest in was accounted for. The company expects the restatement to cut net income by about $1.9 million and increase the loss per share by about $0.04, with no effect on cash or proved reserves. A corrected 10-Q/A will be filed once the SEC comments are resolved. This revises the $599 thousand net loss reported for that quarter in December 2012.

financial restatement

On April 11, 2013 Triangle's subsidiary Triangle USA Petroleum replaced its April 2012 $300 million Wells Fargo credit facility with a $500 million secured revolver maturing April 11, 2018. The borrowing base, the amount the banks will actually lend, was set at $110 million, and it is to be reviewed several times through May 2014. The covenants are the same as before: a current ratio of at least 1.0 and debt to EBITDAX of no more than 4.0.

debt financing

The NGP share sale announced on March 4 closed on March 8, 2013: Triangle issued 8,118,407 shares to NGP Natural Resources X and 1,181,593 to its Parallel Fund for $55.8 million total. The investment agreement and registration rights were amended as previously described, with two demand registrations per year and five in total. The rest of the filing is a corporate presentation posted to the website.

capital raising announcement

On March 2, 2013 Triangle agreed to sell 9,300,000 new shares at $6.00 each ($55.8 million) to NGP Triangle Holdings, which already holds the $120 million convertible note it bought in July 2012. The press release says the shares have a six-month trading restriction, add no extra board seats, and raise the share count by 19.9%; it also says the sale lifts the fiscal 2014 capex budget from $190 million to $245 million, and it announces the RockPile $20 million Wells Fargo credit facility. The deal is subject to closing conditions and also expands NGP's registration rights.

capital raising announcement

On February 25, 2013, Triangle's subsidiary RockPile Energy Services signed a Wells Fargo credit agreement covering a $7.5 million revolver, a $10.5 million equipment term loan and a $2.0 million capex term loan, maturing February 25, 2016. The full $10.5 million term loan was drawn at signing. Triangle guarantees the debt, though the lender will consider releasing that guarantee after reviewing RockPile's audited statements for the year to January 31, 2014. This is the first debt of RockPile, which Triangle took full ownership of in December 2012.

debt financing

Triangle bought out the remaining minority owners of its pressure pumping subsidiary RockPile Energy Services, which it already held 83.33% of. It paid DCF Partners 1,900,000 new shares plus $609,000 cash for 3,500,000 units, and paid SourceRock 285,715 shares for 500,000 units. Triangle is now the sole holder of RockPile's Series A units. The filing also shows Triangle is now a Delaware company (previously Nevada); the filing does not explain the change.

capital raising announcement

On October 1, 2012, Triangle formed Caliber Midstream Partners, a Williston Basin pipeline and water-handling joint venture, with First Reserve's energy infrastructure fund (FREIF). Triangle contributes rights-of-way plus cash worth $30.0 million for 30% of the limited partner units, 4,000,000 trigger units and a 50% stake in the general partner; FREIF contributes $70.0 million for 70%. Triangle's units can rise to a 50% interest if operating targets are met, and the press release says Triangle has no required contributions beyond the initial $30 million, with $20 million reserved in the budget for the year to January 2013.

material agreement

On April 12, 2012, Triangle's subsidiary Triangle USA Petroleum signed a $300.0 million senior secured revolving credit agreement with Wells Fargo as agent, maturing April 12, 2017. The initial borrowing base is only $10.0 million and nothing was drawn at signing. It is secured by the subsidiary's assets and guaranteed by Triangle, and it requires a debt to EBITDAX ratio of no more than 4.0 to 1.0. This is the company's first bank facility in this history, after the earlier note that it was debt free.

debt financing

Triangle sold 16,500,000 new common shares to underwriters led by Johnson Rice & Company at $7.50 per share, raising about $116.8 million after costs; the offering closed March 16, 2011. Underwriters also hold a 30-day option to buy up to 2,475,000 more shares. This completes the public offering the earlier prospectus filings were setting up, and it adds many new shares for existing holders (up from the small placements at $0.33 and $0.43 in 2010).

material agreement

the New York Stock Exchange certified Triangle Petroleum Corp's securities for listing, clearing them to begin trading.

listing compliance notice

On July 30, 2010 Triangle priced a second, much smaller private placement of 2,044,187 shares at $0.43 each, with expected net proceeds of about $836,000. The attached investor memorandum says the company now focuses on shale oil, with a 30% working interest under a January 2010 agreement with Slawson Exploration on about 4,000 net acres in North Dakota's Bakken play. It also reports an 87% working interest in the 474,625-acre Windsor Block in Nova Scotia, still seeking a drilling partner. It describes a November 2009 memorandum of understanding with largest shareholder Palo Alto Investors that restructured the board and management. The company's address is now Denver, Colorado, replacing Calgary.

capital raising announcement

On March 16, 2010 Triangle completed the private placement announced days earlier: 27,993,939 shares at $0.33, giving about $9,238,000 gross and about $8,300,000 net. This closes the March 11 offering and adds those new shares to the total outstanding.

capital raising announcement

On March 11, 2010 Triangle priced a private placement of 27,993,939 new shares at $0.33 each, with expected net proceeds of about $8.3 million, well below the $1.40 paid in the June 2008 raise. Investors get rights to include their shares in certain future registration statements within 6 months of closing. The filing also records that authorized shares were raised to 150,000,000 effective July 10, 2009. The visible text shows the investor materials describe a newer Bakken Shale entry in North Dakota alongside the Nova Scotia interests (the rest of the filing is truncated).

capital raising announcement

On April 15, 2009 Triangle signed a 10-year production lease with the Province of Nova Scotia covering 474,625 gross acres (270,000 net per the press release) in the Windsor Block. To keep it, the company must drill seven wells by April 15, 2014 (two in the Kennetcook area by about March 2011), and undrilled or unevaluated areas can be surrendered. This follows the December 2008 approval in principle for a production lease and turns the earlier exploration agreement into longer-term tenure. The release also says the company is still looking for joint venture partners and that it and its partners have invested about $32 million in the block.

material agreement

On December 18, 2008 Triangle settled the $10,000,000 of Oppenheim/Centrum debentures (plus $2,204,792 interest) from December 2005. The conversion price was cut from $4.00 to $1.40, 2,500,000 shares were issued at $1.40 for $3,500,000 of debentures, and the holders will take $6,500,000 in cash in full settlement. The press release says this leaves the company debt free, subject to regulatory approval. It also says Triangle will not proceed with a flow-through share offering and will not drill a test well on the Beech Hill Block in New Brunswick, and now lists on the TSX Venture Exchange as TPE. This resolves the Oppenheim/Centrum debenture thread and the $4.00 versus $5.00 conversion price question.

material agreement termination

On June 3, 2008 Triangle sold 18,257,500 units at $1.40 (each one share plus half a warrant at $2.25 for two years) to 31 investors, raising $25,560,500 ($23.6 million net per the press release). The release says proceeds will repay $4 million of secured convertible debentures, fund part of the Maritimes Basin drilling program and add working capital. The company must have the resale registration effective within 150 days and list on the Toronto Stock Exchange by December 31, 2008, or pay penalty fees. The business is now described as focused on shale gas in Nova Scotia and New Brunswick (584,000 gross acres), where earlier filings had Arkansas and Barnett; the filing does not explain the change. Shares are priced well below the $2.00 paid in February 2007.

capital raising announcement

On April 21, 2008 Triangle and its new auditor KPMG agreed that the accounting when the Cornell-type 5% debentures were converted was wrong, so the 10-Q reports for the quarters ended April 30, July 31 and October 31, 2007 must be restated again. The restatements increase the losses: nine-month net loss goes from $13,468,080 to $15,270,143, with the adjustment being non-cash. Amended filings are expected by May 8, 2008. This is a second restatement on top of the January 2008 one.

financial restatement

On March 11, 2008 Triangle dismissed Manning Elliott LLP as auditor and hired KPMG LLP, a decision by the Audit Committee to consolidate accounting and outside accounting functions in Calgary. The filing reports no disagreements with Manning Elliott, and notes both its 2006 and 2007 audit reports included a going-concern doubt paragraph. This follows the January 2008 restatement announcement, although the filing itself gives only the Calgary consolidation as the reason.

auditor change

On January 22, 2008 Triangle decided its financial statements for the years ended January 31, 2006 and 2007 and several quarters through October 31, 2007 can no longer be relied on, after its auditor Manning Elliott flagged errors in how the convertible debentures (the 2005 and 2006 Rowlings, Cornell and Oppenheim/Centrum deals) were accounted for. The company says it should have recorded derivative liabilities for the conversion features and warrants; the unrecorded amount is undetermined, and these are described as non-cash charges or credits. Restated reports are expected by February 28, 2008.

financial restatement

On February 26, 2007 Triangle sold 10,412,000 common shares at $2.00 each to 24 investors, raising $20,824,000 (about $19.3 million net per the press release), with no warrants attached. The money is to fund the 2007 spending program, mostly Fayetteville drilling in Conway County, Arkansas, continuing the Kerogen project from September 2006. Existing shareholders are diluted by the new shares. Triangle must file a resale registration within 30 days and have it effective within 120 days, or pay 1% of the amount invested per 30 days of delay, up to 10%; placement agents received a 6.5% cash fee.

capital raising announcement

On September 19, 2006, through Triangle USA Petroleum Corporation, Triangle agreed with Kerogen Resources Inc. to buy 50% of Kerogen's land in the Fayetteville Shale of the Arkoma Basin in Arkansas and develop it jointly. Triangle will pay up to $9,609,039 for its half of the land and seismic work (extra costs split evenly), and up to $3,266,340 per area for test wells, with two test wells per area on or before December 31, 2007. This is a new project area, separate from the Hunter properties in Colorado, Wyoming and Montana. The press release calls it a second major shale gas project and cites about 17,000 acres and a minimum of four wells, with Triangle paying 66% of drilling costs up to $6.5 million; those press-release terms differ from the 8-K's wording.

material agreement

On December 28, 2005 Triangle agreed to sell two investors (Bank Sal. Oppenheim Jr. & Cie. (Schweiz) AG and Centrum Bank) $10,000,000 of 7.5% convertible debentures maturing in three years, with $5,000,000 advanced now and $5,000,000 on filing a registration statement, plus warrants for 1,250,000 shares at $5.00 until December 28, 2006. The filing gives the conversion price as $5.00 in one place and $4.00 in another, so the true price is unclear; the registration statement is due by February 26, 2006, with 1% monthly damages if missed. Together with the Cornell deal, the company has announced $25 million of new funding, which the press release says covers land acquisitions and drilling in Alberta, Texas, Colorado, Wyoming and Montana. The release calls the debentures unsecured.

capital raising announcement

On December 8, 2005 Triangle agreed to sell Cornell Capital Partners $15,000,000 of 5% secured convertible debentures maturing in three years, with $5,000,000 advanced immediately and $5,000,000 each tied to the registration filing and its effectiveness. Conversion is at the lesser of $5.00 or 90% of the average of the three lowest daily volume weighted prices in the prior 10 trading days, so a lower share price would mean more shares issued. The debentures are secured by a first-priority interest in company assets, including its subsidiaries' assets, and Triangle must file a registration statement by January 22, 2006 and have it effective by June 30, 2006 or pay 2% monthly liquidated damages. The press release says proceeds fund exploration in Alberta, Colorado and Texas.

capital raising announcement

On October 28, 2005, through its subsidiary Triangle USA Petroleum Corporation, Triangle agreed with Hunter Energy LLC to jointly develop three Hunter properties in Colorado, Wyoming and Montana. Triangle paid $1,000,000 on November 4, 2005 and owes another $1,000,000 by November 30, 2005, and will pay 25% of the first well's drilling cost plus a carried 8.333% (33.333% total); its share of extra first-well costs is estimated at about $2,500,000 per property. Hunter can back in for an additional 25% once Triangle recovers its costs, and not before Triangle recovers the initial $2,000,000. This is the first oil and gas property commitment since the company left mining.

material agreement

On July 14, 2005 the investor exercised its option and put in the additional $5,000,000, taking an 8% convertible debenture of $5,000,000 and a warrant for 5,000,000 shares, on the same terms as June (due June 10, 2007, convertible at $1.00, warrants at $1.00 until June 15, 2008). With the June tranche, the company has now raised $6,000,000 of these debentures, and the filing deadline for the resale registration statement is August 18, 2005.

capital raising announcement

On June 14, 2005 Triangle sold a single investor (Rowlings Financial Inc., per the exhibits) an 8% convertible debenture of $1,000,000 due June 10, 2007, convertible at $1.00 per share, plus a warrant for 1,000,000 shares at $1.00 until June 15, 2008. The investor has 60 days to buy up to $5,000,000 more debentures and 5,000,000 more warrants, and Triangle must register the resale shares or pay fees. This is the company's first debt financing since its switch to oil and gas, and conversion could dilute existing shareholders.

capital raising announcement

Triangle told the SEC that its former president Sergei Stetsenko returned 34,300,000 shares on May 12, 2005 after a preliminary report found no mineralized material on its mining property, and that on May 16, 2005 the company switched from mining exploration to oil and gas, hiring Mark Gustafson as president. Gustafson, Ron Hietala and John Carlson are to replace Stetsenko and Maryna Bilynska on the board after the 10-day waiting period; 19,982,530 shares are outstanding. This explains the earlier Gustafson share purchase of 4,000,000 shares for $40,000.

business combination