28 Apr 2017listing compliance notice▼ BadMajor
WARREN RESOURCES INC terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
20 Sept 2016bankruptcy or receivership▼ BadMajor
On September 14, 2016 the bankruptcy court confirmed Warren's Chapter 11 plan, with emergence expected on or about September 30, 2016. On the effective date all common and preferred stock and all options and warrants will be cancelled and holders get no distribution, while first lien lenders take 82.5% of the new equity and second lien lenders and unsecured noteholders share 17.5%. This resolves the bankruptcy and restructuring threads; as of August 31, 2016 Warren reported total assets of about $185.5 million against liabilities of about $564.1 million (unaudited), with 85,253,929 shares outstanding on September 14.
30 Aug 2016auditor change● Neutral
On August 24, 2016 Warren dismissed Grant Thornton LLP as its auditor and hired MaloneBailey, LLP, which will review the financial statements in the quarterly reports for the periods ended March 31 and June 30, 2016. The filing says there were no disagreements with Grant Thornton, and its 2015 audit report carried a going-concern warning. No reason for the change is given in the filing.
1 Aug 2016listing compliance notice● NeutralMajor
WARREN RESOURCES INC's exchange filed to remove a class of its securities from listing.
12 July 2016bankruptcy or receivership▼ BadMajor
On July 11, 2016 Warren signed an Amended and Restated restructuring support agreement that now includes second lien lenders. Expected post-restructuring equity is 79.01% to first lien lenders, 7.55% to second lien lenders and 13.45% shared among unsecured noteholders and one other unsecured claim holder, with second lien lenders also getting five-year warrants for up to 5%; the target for emerging from bankruptcy moves to September 30, 2016. The filing states that if the plan is confirmed, common stockholders will receive no distribution and the common stock will be cancelled. This continues the June bankruptcy case and sets out the shareholders' expected outcome, but the plan is not yet confirmed.
3 June 2016bankruptcy or receivership▼ BadMajor
On June 2, 2016 Warren and certain subsidiaries filed for Chapter 11 bankruptcy in the Southern District of Texas, with a restructuring support agreement signed with its first lien lenders and holders of a majority of its senior notes. First lien lenders would get 82.5% of the new equity, and second lien lenders and unsecured noteholders would share 17.5%, with possible five-year warrants for up to 5% going to second lien lenders. Existing shareholders are not given any stake in the terms described, and the restructuring is meant to be completed within 130 days, subject to court approval. This follows the earlier debt exchanges and the covenant and listing problems; the filing also describes a proposed $20 million DIP loan (LIBOR + 11%, maturing the earliest of Oct 31, 2016 or plan effectiveness), acceleration of all the debt instruments listed, and a new Nasdaq delisting basis for the late quarterly report (notice May 26, 2016).
24 Feb 2016listing compliance notice▼ BadMajor
On February 18, 2016 Nasdaq sent a second deficiency notice: the market value of Warren's publicly held shares had been under the $15 million minimum for 30 business days, with a grace period to August 16, 2016. The filing also says that, after a December 24, 2015 notice of possible delisting for the continued share-price shortfall, Warren requested and was granted a hearing with the Nasdaq panel. The June 2015 price problem was therefore not resolved. The company address is now Denver, Colorado, and the filing is signed by Frank T. Smith, Jr. as CFO, replacing the New York address and Stewart Skelly seen earlier.
22 Oct 2015capital raising announcement▼ BadMajor
On October 22, 2015 Warren signed a five-year, roughly $51.0 million second lien term loan (12% interest, maturing November 1, 2020). About $11.0 million is new money, and some holders of the 9% 2022 notes swapped about $63.1 million of notes plus accrued interest for about $40.1 million of second lien loans and 4,000,000 new Warren shares. It also amended the May first lien loan, making Warren's first lien leverage covenant start being tested June 30, 2016 instead of December 31, 2016, and drew $10 million of the $30 million delayed-draw (total $15 million drawn); the filing says any further draws are at the lenders' sole discretion. This continues the debt-for-loan exchanges begun in May and dilutes existing shareholders with the 4,000,000 new shares; the filing says Warren is evaluating strategic options to position itself for covenant compliance if commodity prices do not improve.
1 Sept 2015material agreement● Neutral
On August 28, 2015 Warren and Escalera amended the Wyoming sale agreements, moving the date after which either side can terminate from September 1 to September 17, 2015. The deep rights sale will close at the same time as the other two sales. The sale had still not closed, and this extends the June deal rather than changing its terms.
13 July 2015production update▲ Good
Warren's July 13, 2015 operational update says second-quarter oil production was about 250 thousand barrels and gas about 7.8 billion cubic feet, both at the top of its guidance ranges. It also reports two Upper Marcellus wells in completion (expected done by mid-August), targeted cost savings, and that the Escalera sale was still pending. It says the sale and May refinancing lift pro forma liquidity to over $60 million; these are company statements and the sale had not closed.
26 June 2015listing compliance notice▼ BadMajor
On June 24, 2015 Nasdaq told Warren its share price had closed below the $1.00 minimum for 30 straight business days. Warren has until December 21, 2015 to get back above $1.00 for 10 consecutive business days, and may get a further 180 days if it moves to the Nasdaq Capital Market. If it fails, the stock could be delisted, though Warren could appeal. Trading is not affected for now.
16 June 2015material agreement▲ GoodMajor
On June 16, 2015 Warren agreed to sell its shallow Atlantic Rim coalbed methane assets in Wyoming to Escalera Resources for $37 million cash, its related pipeline assets for $8 million ($3 million at closing, the rest a second lien note due after one year), and 30% of its operated deep rights there for $2 million, about $47 million in total. The sale is not yet closed and depends on conditions including Escalera completing its financing; either side can walk away if it has not closed by September 1, 2015. This is the planned sale of the Atlantic Rim assets bought from Anadarko in 2012; Warren would keep 70% of the deep rights.
10 June 2015business combination● Neutral
Warren filed a registration statement for an offer to swap up to $230,410,000 of its unregistered 9.00% senior notes due 2022 for identical notes registered with the SEC, which can be freely traded. This fulfils the registration rights from the August 2014 bond sale and raises no new money. The $230.41 million figure is consistent with the $300 million issued less the $69.6 million exchanged in May 2015 (inference).
26 May 2015security holder rights change● NeutralMajor
On May 22, 2015 Warren replaced its Bank of Montreal credit facility with a five-year, $250 million first lien term loan from lenders led by GSO Capital Partners, maturing May 22, 2020 at LIBOR plus 8.5% (1% LIBOR floor). It includes $172.5 million of new loans used to repay the bank facility and for working capital, a $30 million delayed-draw commitment, and about $47.2 million of term loans issued in exchange for $69.6 million of the 2022 senior notes. The press release names Lance Peterson as interim CEO (a leadership change from Swanton, listed in the earlier context; the filing does not explain it). The new loan is secured by substantially all oil and gas assets, and the press release says it removes future borrowing base redeterminations.
2 Dec 2014debt financing● Neutral
On November 26, 2014 Warren amended its August 2014 bank credit agreement, changing how the interest coverage ratio is calculated (counting interest owed to all creditors, not just the lenders, and excluding amortised debt-issue fees). A December 2 press release says lenders reaffirmed the $225 million borrowing base, with $130 million drawn and $95 million available, and the next redetermination set for spring 2015. This follows the November 2014 redetermination flagged in the earlier credit filings and shows borrowing base unchanged.
12 Aug 2014asset acquisition disposition● NeutralMajor
Warren closed its purchase of Citrus Energy's Marcellus Shale assets in Wyoming County, Pennsylvania on August 11, 2014, for about $352.5 million: $312.5 million cash plus $40 million of Warren stock at $6.00 a share (6,666,667 shares to Citrus). It paid for the cash part partly with a new $300 million issue of 9.000% senior unsecured notes due 2022 (about $289 million net), sold to BMO, Jefferies and Wells Fargo as initial purchasers. This adds a Pennsylvania gas position to the California and Wyoming assets and brings new bond debt plus new shares, with registration rights for Citrus.
10 July 2014material agreement● Neutral
On July 9, 2014 Warren hired director Marcus C. Rowland as a consultant at $10,000 a month for a year, renewing automatically each year, covering mergers and acquisitions, financial and accounting matters including hedging, and financial markets. He left the Audit Committee on July 8 and no longer counts as independent under Nasdaq rules, though the filing says the board still has a majority of independent directors.
10 June 2014debt financing▲ Good
On June 9, 2014 a second amendment to Warren's credit facility raised the borrowing base to $175 million from $165 million and added a swing line allowing short-term loans of up to $10 million. The filing says $81.5 million was drawn, leaving $93.5 million available; the next redetermination is November 2014.
17 Dec 2013debt financing▲ Good
On December 16, 2013 Warren amended its Bank of Montreal credit facility, adding KeyBank and Wells Fargo as lenders and raising the borrowing base to $165 million from $145 million. The press release says $94.5 million was drawn, leaving $70.5 million available; the other terms are unchanged and the facility still matures December 15, 2016.
15 Oct 2012material agreement▲ GoodMajor
On October 9, 2012 Warren closed purchases from Anadarko in the Atlantic Rim, Wyoming, using its preferential rights after Anadarko had agreed to sell to Double Eagle Petroleum: 79% of Anadarko's Spyglass Hill Unit interest for $11.4 million (unit working interest from about 30.1% to 62.9%), part of the Catalina Unit for $0.7 million (about 16.9% to 22%), and Anadarko's 50% of the gas gathering and pipeline assets for $4 million. This extends the Atlantic Rim position built from the 2002 Anadarko joint area; the press release says it adds about 18.3 Bcf of proved developed reserves and about 7.8 million cubic feet a day of gas. It was paid for with cash and credit facility borrowings, and Warren is nominated as operator subject to owner votes and BLM approval.
16 Dec 2011material agreement▲ GoodMajor
On December 15, 2011 Warren signed a new five-year credit agreement with Bank of Montreal as agent, a revolver of up to $300 million with an initial borrowing base of $130 million, maturing December 15, 2016, and secured by substantially all its oil and gas assets. It replaces the November 2007 facility (a $120 million borrowing base as of May 2009); the company says it will fund 2012 spending on Wilmington oil and Atlantic Rim gas. The same press release says Warren shut in about 150-200 barrels a day of oil in December 2011 because of slow water-injection permits from California regulators, and cut its fourth-quarter 2011 production estimate to 245,000-250,000 barrels.
22 June 2011production update● Neutral
Warren filed a press release giving an operational update on June 22, 2011. The filing text itself contains no figures or details; the substance is only in the attached press release, which is not reproduced here.
31 Aug 2010asset acquisition disposition● Neutral
On August 26, 2010 Warren's subsidiary Warren E&P bought an all-electric drilling rig from NorAm Drilling and its Norwegian parent companies for $7.0 million ($3.5 million cash at closing plus a $3.5 million secured note paid in 15 monthly instalments from September 26, 2010). The deal also settles and ends litigation with NorAm, running since 2009, over a July 2008 drilling contract; the rig is to be moved to Warren's Wilmington, California properties.
23 Oct 2009material agreement● NeutralMajor
On October 23, 2009 Warren agreed with BMO Capital Markets and RBC Capital Markets to sell up to 11,775,000 new shares at $2.60 each, for about $29.3 million net (gross $30,615,000), closing on or before October 28, 2009. The press release says proceeds are for general corporate purposes including resuming development in California and Wyoming, reducing debt and working capital. Existing shareholders are diluted by the new shares, and the $2.60 price compares with the $8.98-$10.80 prices of the 2007 share issues.
15 May 2009debt financing▼ BadMajor
On May 12, 2009 lenders kept Warren's borrowing base at $120 million (up from $110 million at the November 2007 start), but a First Amendment made borrowing costlier: LIBOR margins rise from 1.25%-2.0% to 2.75%-3.50%, with a 3.50% floor for six months, and the unused commitment fee becomes a flat 0.50%. Warren also gained the right for six months to arrange up to $30 million of second-lien financing if the lenders approve the terms. The press release says $115 million is drawn and Warren is in covenant compliance; the next redetermination is October 2009.
5 Sept 2008security holder rights change● NeutralMajor
Warren adopted a shareholder rights plan (often called a poison pill) on August 29, 2008, distributing one right per common share to holders of record September 9, 2008. If anyone acquires 20% or more of the stock, other holders can buy shares at half price, which makes an unwanted takeover or large stake-building more costly; the rights expire August 31, 2011 unless extended and can be redeemed by the board at $0.01 each. This is relevant given NWQ held about 16-20% earlier in 2007 (inference: the filing does not say why the plan was adopted).
20 Nov 2007material agreement▲ GoodMajor
On November 19, 2007 Warren replaced its November 2006 JPMorgan credit facility with a new five-year, up to $250 million revolving facility led by Merrill Lynch Capital with five participating banks, maturing November 19, 2012. The initial borrowing base is $110 million plus a $15 million over-advance, giving $125 million of immediate availability, up from the $50 million base after the August 2007 amendment. Interest is LIBOR plus 1.25%-2.0% or base rate plus 0.25%-1.0%; the covenant is now a maximum interest coverage ratio of 2.5 to 1.0 (previously net debt/EBITDAX max 3.5), alongside a minimum current ratio of 1.0. The press release says it will fund the 2008 capital budget including the Wilmington units and Atlantic Rim.
4 Sept 2007asset acquisition disposition● Neutral
Warren filed the financial statements and pro forma figures it had promised for the June 20 and June 30, 2007 purchases of seven partnerships' properties. The properties had oil and gas sales of $5,970,527 in 2006 (down from $7,462,757 in 2005) and revenues exceeding direct operating expenses by $1,166,329 (versus $2,856,396 in 2005); for Q1 2007 the figures were $1,744,898 of sales and $783,649 excess. This closes the open thread on those financial statements; the filing also gives the June 30 share count as 414,139 (earlier filings said 414,200) and the June 20 shares at a market value of $46,843,043.
21 Aug 2007material agreement▲ Good
Effective August 9, 2007, Warren and its lenders amended the November 16, 2006 JPMorgan Chase-led credit agreement, raising the borrowing base (the cap on what it can draw) from $40 million to $50 million. The filing does not say how much is drawn or why the increase was made.
6 July 2007asset acquisition disposition● Neutral
On June 30, 2007 Warren bought the oil and gas interests of two more partnerships it manages, Oil Technology Fund-1999 Series A and B, for $1.8 million cash plus 414,200 restricted shares priced at $8.98 (a 20% discount to an $11.22 average). The properties have about 1.2 Bcfe of estimated proved developed producing reserves and are in Wyoming, Texas and California, and Warren assumed their environmental and well-plugging liabilities. This continues the June 20 partnership buy-ins and adds to the share count, and registration for resale has been requested.