16 Dec 2009listing compliance notice● NeutralMajor
United Refining Energy Corp's exchange filed to remove a class of its securities from listing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
16 Dec 2009listing compliance notice● NeutralMajor
United Refining Energy Corp's exchange filed to remove a class of its securities from listing.
10 Dec 2009business combination● NeutralMajor
The company said it has agreed to buy back 6,733,433 of its IPO shares in private deals for about $67.5 million (aggregate $67,536,433.29), and each seller has agreed to vote those shares for all the merger proposals. The Dec 9 press release says one of these deals (930,743 shares, $9,335,352) is with a holder who otherwise intended to vote against the merger, and that the purchases occur at or right after closing, paid from trust funds released on completion. Both special meetings (warrantholders and stockholders), opened December 10, were immediately adjourned to December 11, 2009 at 10:00 a.m. and 10:30 a.m. Eastern. This continues the effort to secure the Chaparral vote; it is separate from the earlier ~5.5M-share purchases by the sponsor and Chaparral holders announced Dec 7. The filing does not state the effect on redemptions or the 40% limit (inference: buying out would-be opposing votes could help the deal pass).
8 Dec 2009business combination▲ GoodMajor
On December 7, 2009, the company announced that the sponsor, United Refining, Inc., and all Chaparral stockholders (including Mark Fischer, Chesapeake Energy and Altoma Energy) agreed to buy about 5.5 million United shares (about $55 million) from certain institutional investors in private deals, and to vote them for the merger. This adds votes in favour ahead of the December 10 meetings; the filing does not state its effect on redemptions or the 40% redemption limit (an inference would be that it could reduce redemptions, but the filing does not say so). Only investors the company or Chaparral had talked to before December 7 are eligible to sell.
30 Nov 2009business combination▲ GoodMajor
The S-4 for the Chaparral merger was declared effective on November 27, 2009, and the definitive proxy was mailed November 30. The warrantholder and stockholder special meetings are set for December 10, 2009 at 10:00 a.m. and 10:30 a.m. in New York, which fills in the dates that were previously blank. The press release now values the deal at about $1.7 billion (the October call put it at $1.8 billion) and says the combined company would be named Chaparral Energy, Inc. and plans to apply to move to the NYSE. Trust held about $451.4 million (about $10.03 per share) as of November 20, 2009.
27 Nov 2009business combination● NeutralMajor
The company filed its Form S-4 registration statement for the Chaparral merger, which sets out the amended terms: Chaparral holders get 61.5 million shares (51.5 million at closing, 10 million placed in escrow), and current United holders would own about 45.9% with no redemptions, or 36.7% if 16,427,303 public shares are redeemed. The warrant redemption price is stated as $0.55 per warrant, which settles the earlier $0.50 vs $0.55 discrepancy in favour of $0.55. Meetings are planned for December 2009 (day still blank in this filing), and the deal cannot close if holders of 40% or more of public shares vote against and redeem. The registration fee is fully offset by amounts previously paid, so $0 is due.
25 Nov 2009business combination● Neutral
The company filed an updated November 2009 investor presentation for the Chaparral Energy merger, reflecting the amended terms of November 23. The filing text adds no new deal terms; it points to the revised preliminary proxy of November 24 for the EBITDA reconciliation and notes that the definitive proxy will go to holders of record as of November 20, 2009.
25 Nov 2009material agreement▲ GoodMajor
On November 23, 2009 the company amended the Chaparral merger agreement on terms that are better for current United holders than the original. Chaparral holders now receive 51.5 million shares at closing instead of 58 million, contingent shares are cut to 10 million (all issued at closing into escrow, released if a $15.00 share price target and credit-facility compliance are met), and the sponsor will cancel 4,167,500 shares and leave 2,812,500 in escrow instead of 5,625,000. The press release also raises the warrant redemption price from $0.50 to $0.55, and the incentive plan share reserve rises from 7.5 million to 8.9 million. The board unanimously approved the amendment and still recommends the deal; the stockholder vote is still pending.
13 Nov 2009business combination● Neutral
The company set November 20, 2009 as the record date for stockholders and warrantholders to vote on the Chaparral merger and the warrant amendment, but the meeting dates and times are still not set. Warrantholders would be able to choose $0.50 in cash per warrant at closing or keep their warrants on amended terms. About $451.5 million (about $10.03 per share) was in the trust account as of November 6, 2009, to be released if the deal closes. The filing describes the merger as Merger Sub merging into Chaparral and Chaparral then merging into the company.
14 Oct 2009business combination● Neutral
The company filed the script of its October 14, 2009 conference call with Chaparral management on the proposed merger. On the call, Chairman/CEO John Catsimatidis valued the transaction at $1.8 billion and said Chaparral's current management would run the business, with himself as Executive Chairman. These are management's statements, not changes to the deal terms.
14 Oct 2009business combination● Neutral
The company filed the investor roadshow presentation it plans to use to pitch the Chaparral Energy merger (agreement dated October 9, 2009) to securityholders and other possible investors. The filing itself adds no new deal terms; it points to the October 13 preliminary proxy for details and for the EBITDA reconciliation.
13 Oct 2009business combination● NeutralMajor
In a preliminary proxy filing, the company proposed to merge with Chaparral Energy, Inc. under a merger agreement dated October 9, 2009, which would end the shell phase that began with the 2007 IPO. Chaparral's stockholders would receive 63,000,000 shares (58,000,000 delivered at closing and 5,000,000 held in escrow) plus up to 15,000,000 more shares if financial and share price targets are met. Current stockholders would hold about 47.2% afterward, falling to 37.8% if the maximum redemptions occur, and the deal cannot close if holders of 40% or more of the public shares vote against and redeem. The package also asks warrantholders to approve redeeming the 45,000,000 public and 15,600,000 private warrants at $0.50 each within 90 days after closing, with a possible exchange offer replacing part of them. Sponsor founder shares of 5,625,000 would stay in escrow and be forfeited if the targets are not met. Meeting dates are blank, so this is a preliminary filing and the vote has not happened.
17 Feb 2009listing compliance notice▼ Bad
On February 10, 2009, the NYSE Alternext U.S. told the company it was below a continued-listing standard because it held no stockholder annual meeting in 2008. The company may submit a compliance plan by March 10, 2009 to regain compliance by August 11, 2009; otherwise it could face delisting procedures. The company says it is reviewing its alternatives, and the filing gives no acquisition target.
18 Dec 2007business combination● NeutralMajor
The company confirmed it closed its IPO on December 17, 2007, raising $450,000,000 gross from 45,000,000 units, plus $15,600,000 from the sponsor's private warrants. $448,700,000 was placed in trust for public stockholders. The attached audited statements describe it as a blank check company (a shell formed to buy an unidentified business) focused on energy, particularly refining; they show $448,763,800 held in trust and a $3,931,326 net loss, mostly a $3,980,000 non-cash compensation expense tied to the sponsor warrants. It has no operating business yet.
17 Dec 2007material agreement● NeutralMajor
United Refining Energy Corp closed its IPO of 45,000,000 units at $10.00 each (one share plus one warrant per unit) on December 17, 2007, and disclosed the related agreements: underwriting with Deutsche Bank Securities and Maxim Group, a trust account with Continental Stock Transfer & Trust, an escrow, registration rights and a warrant agreement. Its sponsor, United Refining, Inc. (owned through CEO John Catsimatidis), bought 15,600,000 private warrants at $1.00 each. Public holders who redeem in connection with a business combination or an extension amendment get $9.97 per share plus a pro rata share of trust interest, and trust funds are released only on a business combination or liquidation. The filing says the 45-day over-allotment option (up to 6,750,000 more units) was granted, and does not say whether it was used.
12 Dec 2007listing compliance notice▲ GoodMajor
the American Stock Exchange certified United Refining Energy Corp's securities for listing, clearing them to begin trading.