Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
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.
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.
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.
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.
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.