TXCO Resources Inc

30 Mar 2010listing compliance notice▼ BadMajor

TXCO Resources Inc deregistered its securities, ending its obligation to file reports with the SEC.

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16 Feb 2010bankruptcy or receivership▼ BadMajor

The plan took effect on February 11, 2010 and the Newfield/Anadarko asset sale closed that day for about $307.4 million in cash. All of the company's equity, including every common share, was cancelled; the company is renamed Reorganized TXCO, Inc., one new share went to the liquidating trust, and the old board and officers resigned in favour of Albert S. Conly of FTI Consulting. Common holders may still receive something from the liquidating trust, but capped at $10,000,000 in total and only after preferred holders get $7,575,000, with no assurance of any payment (record date February 11, 2010). Trading has stopped and a Form 15 to end reporting is planned. This completes the plan and sale threads from the January confirmation.

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29 Jan 2010bankruptcy or receivership▼ BadMajor

On January 27, 2010 the bankruptcy court confirmed the Second Amended Plan, under which substantially all assets go to Newfield and Anadarko and most of the rest goes to a liquidating trust; the effective date is expected around February 11, 2010. DIP, bank, secured, priority and general unsecured claims are to be paid in full; preferred holders (Class 11B) are to be paid $7,575,000 and common holders (Class 12) a pro rata share of $10 million as funds become available, with Newfield's redeemed-preferred interest paid only after both. All existing equity, including 38,315,955 common shares, will be cancelled on the effective date, with trading to cease and a Form 15 to follow. This resolves the plan and sale threads, though the filing gives no assurance that equity holders will actually receive anything.

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12 Jan 2010material agreement▲ GoodMajor

On January 11, 2010 TXCO signed a joint agreement with both Newfield and Anadarko to sell the same assets, for the lesser of $310 million cash or the amount needed to repay lenders and pay all other creditors in full; the board called it superior to both earlier deals, and closing could come as early as January 29, 2010. Newfield agreed to subordinate its redeemed-preferred claims, including up to $10 million, to common shareholders' distributions. This reverses the company's earlier line: it now says preferred and common holders may receive some cash, with common limited to $10 million in total, though all equity is still expected to be cancelled and no payment is assured.

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4 Jan 2010material agreement● NeutralMajor

On December 31, 2009 TXCO signed a deal to sell the same assets covered by the November Newfield agreement to Anadarko E&P Company LP, for the lesser of $310 million in cash or $1 million more than enough to repay lenders (including the DIP loan), pay all other creditors in full and cover contract cure amounts. The board judged it a superior proposal to Newfield's $223 million deal, which would be terminated if the court approves the Anadarko deal; closing is expected before February 28, 2010. The company still says shareholders are not expected to receive any cash or property and the equity will likely be cancelled.

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9 Nov 2009material agreement▼ BadMajor

On November 6, 2009 TXCO agreed to sell a substantial portion of its assets to Newfield Exploration Company for $223 million in cash, subject to price adjustments for title and environmental defects, with closing expected before February 28, 2010 and economic effect from January 1, 2010. Excluded assets include the drilling rigs, offshore and Oklahoma properties, non-operated Williston Basin interests, some non-operated south Texas interests, and the Dexter Waterflood Unit, Forrest WM B1U and Vinton Dome interests. It needs final bankruptcy court approval; alternative bids are allowed until January 6, 2010, and a break-up fee of 3% of price plus up to $500,000 expenses may apply if a better deal closes. The company says it does not expect shareholders to receive any cash or property and that the equity will likely be cancelled under the plan.

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2 July 2009listing compliance notice● NeutralMajor

TXCO Resources Inc's exchange filed to remove a class of its securities from listing.

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16 June 2009material agreement▲ GoodMajor

On June 15, 2009 the bankruptcy court gave final approval to the full DIP Credit Agreement, a multiple-draw term loan of up to $32 million (including the $12.5 million interim amount) with BD Funding I, LLC as agent. Interest is LIBOR (3% floor) plus 4% on the first $7.5 million and plus 10% above that; fees are 1% at first advance and 2% at repayment, and it matures at the earliest of December 15, 2009 or a confirmed plan taking effect. The loans carry first-priority priming liens on all debtors' assets, ahead of earlier liens. This resolves the open DIP approval thread; the company says it lets operations continue and preserves leases.

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28 May 2009material agreement● NeutralMajor

On May 22, 2009 TXCO and its subsidiaries signed the interim DIP Note with Double Black Diamond Offshore, Ltd. as agent for lenders including Regiment Capital Special Situations Fund III, CIT Bank, BD Funding I and LTD/DLT Longhorn Corp., for up to $12.5 million. Interest is LIBOR (3% floor) plus 4% on the first $7.5 million and plus 10% above that, with a 3% origination fee; the loan has superpriority status and is secured by liens on all the debtors' assets, and matures in 30 days if no final order is entered, otherwise six months after the filing or on plan effectiveness. This is the interim step of the DIP financing previously flagged as pending.

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22 May 2009listing compliance notice▼ BadMajor

Nasdaq told TXCO on May 18, 2009 it will delist the common stock, with trading suspended at the open on May 28, 2009, citing the bankruptcy filing, concerns about the residual equity interest of existing shareholders, and ability to keep meeting listing rules. The company will not appeal and expects the stock to be quoted on the Pink Sheets, and is seeking an OTCBB listing. The court also gave interim approval to borrow up to $12.5 million of the proposed $32 million DIP loan, approved other first-day motions (wages, royalties, cash use), and entered an interim order requiring holders of at least 1,730,000 shares (about 4.50%) to give notice before buying or selling, aimed at preserving tax losses. This resolves the open question of interim DIP approval; final approval is still pending.

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18 May 2009bankruptcy or receivership▼ BadMajor

On May 17, 2009 TXCO and its subsidiaries (including Output Acquisition Corp.) filed for Chapter 11 in the Western District of Texas, and are running the business as debtors-in-possession. They are seeking court approval of debtor-in-possession financing of up to $32 million, with $12.5 million initially available, which is not assured. Enforcement of the Bank of Montreal debt is stayed by the filing. The company's press release attributes the filing to a liquidity squeeze, energy price volatility and a weak capital market. The filing also records a bylaw change making the Controller, Richard A. Sartor, the principal accounting officer. No plan or treatment of common shares is given yet.

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22 Apr 2009debt financing▼ BadMajor

On April 21, 2009 Bank of Montreal accelerated the whole debt: about $50.0 million under the senior credit agreement and about $100.0 million under the term loan (as of March 31, 2009), roughly $150 million in total, and ended lenders' commitments to lend more. The company says it lacks the funds to repay, has not secured an extension or other financing, and that lenders could foreclose on substantially all its assets; it says a bankruptcy filing could leave its securities with little if any value. This follows the covenant breach and the preferred holders' redemption demands.

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20 Mar 2009debt financing▼ BadMajor

On March 16, 2009 another Series D holder demanded redemption of 10,000 shares because of the same current ratio covenant breach. Payment is again suspended until the earlier of October 31, 2012 or payoff of the bank debt, with 1.5% monthly interest on unredeemed shares and the dividend at 12%; the price would be about $1,404 per share. This adds to the redemption demands from Capital Ventures International.

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13 Mar 2009debt financing▼ BadMajor

On March 9, 2009 Capital Ventures International demanded redemption of 34,409 Series D and 15,000 Series E preferred shares, citing the company's previously disclosed breach of the current ratio covenant in its Bank of Montreal credit agreements. Payment of the redemption price is suspended until the earlier of October 31, 2012 or full satisfaction of the bank debt, but 1.5% monthly interest accrues on unredeemed shares and dividends rise to 12% while the breach continues. The redemption price would be about $1,404 per Series D share and $1,440 per Series E share if payable. This shows the 2007-08 preferred financings turning into a claim on the company.

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