29 Mar 2007listing compliance notice▼ BadMajor
WHITTIER ENERGY CORP deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
28 Mar 2007listing compliance notice● NeutralMajor
WHITTIER ENERGY CORP's exchange filed to remove a class of its securities from listing.
28 Feb 2007business combination● NeutralMajor
Whittier filed the final proxy statement for the Sterling merger, setting the stockholder meeting for March 27, 2007 (record date February 20, 2007), with mailing from about March 1. The terms are unchanged: $11.00 in cash per share, board recommends a vote in favor, and a majority of the 12,723,132 outstanding shares must approve. This resolves the open question of the meeting date; the vote and closing are still pending.
15 Feb 2007business combination● NeutralMajor
Whittier filed a preliminary proxy statement asking stockholders to approve the Sterling merger at $11.00 per share in cash. The board unanimously recommends a vote in favor; a majority of outstanding shares is required, and the meeting date was still blank. Nevada appraisal rights are available to eligible holders. Options and warrants in the money would be cashed out ($3.50 per warrant share), and the deal is valued at about $145.4 million. The 12,723,132 shares outstanding are noted, and about 15.4% are already committed to vote in favor. This continues the January 2007 merger; shareholders' positions are not yet ended.
24 Jan 2007business combination● NeutralMajor
Whittier filed the formal details of the January 19, 2007 Sterling merger: each share converts to $11.00 in cash, and the company may owe Sterling a $5.5 million termination fee in certain circumstances. Whittier Ventures and every director and executive officer signed voting agreements covering 1,941,196 shares (about 15.4%), up from the 14.34% Whittier Ventures commitment in the earlier record. It also reports that the board approved a retention plan and change-of-control payments for executives: retention bonuses of $120,000 (Rhodes), $120,000 (Silverman) and $87,500 (Stone), and change-of-control payments of $240,000, $240,000 and $175,000. Employment agreements were amended for tax-rule compliance (Section 409A).
19 Jan 2007business combination▲ GoodMajor
Whittier agreed on January 19, 2007 to be acquired by Sterling Energy plc for $11.00 per share in cash, about $145 million to equity holders, with Sterling also assuming about $43 million of net liabilities. Both boards approved, and Whittier Ventures (about 14.34% of shares) agreed to vote in favor. Closing needs Whittier stockholder approval and routine regulatory approvals, and was expected in the first quarter of 2007. Shareholders' positions are not yet ended.
20 Dec 2006financial restatement▼ Bad
Whittier said on December 14, 2006 that its audited Westhoff Ranch acquisition statements and related pro forma figures (filed August 17, 2006) should not be relied on. The net revenue interest acquired was about 62.3%, roughly 2.8% higher than reported, so revenues and direct operating expenses were understated; corrected statements will be filed. It concerns the Westhoff Ranch acquisition statements, not the company's own reported results.
22 Nov 2006farm in farm out agreement● Neutral
Whittier listed its oil and gas swaps and collars held at November 1, 2006, covering periods through 2008. This updates the June 2006 hedge table; no new deal or result is announced. The filing is categorized as a farm-in/farm-out agreement but it describes only hedging.
15 Aug 2006asset acquisition disposition▲ GoodMajor
On August 9, 2006 Whittier completed the Imperial Petroleum purchase of three fields in Mississippi and Texas for about $10.6 million cash (below the $12M first announced, which covered four fields), with an average 50% working interest. The press release gives current net production of about 400 Mcfe/d, lower than the roughly 664 Mcfe/d cited in May. It also amended and restated its BNP Paribas credit agreement, raising the borrowing base from $38M to $45M, with a $100M maximum made up of $94M revolver and $6M term loans (LIBOR plus 3.75%, repayable 18 months from borrowing).
3 Aug 2006material agreement● Neutral
Whittier and Imperial Petroleum agreed on July 28, 2006 to extend the Imperial closing deadline again, to no later than August 9, 2006. Buyers' deadline to purchase additional properties once defects are cured is set at November 7, 2006. The deal is still pending and the extension is the second delay.
14 July 2006farm in farm out agreement● Neutral
Whittier listed its oil and gas price hedges (swaps and collars) in place at June 30, 2006, including new contracts added with the Westhoff Ranch purchase. These run through 2008 and are meant to reduce the effect of price swings on future sales; no new agreement or deal is announced. The filing is categorized as a farm-in/farm-out agreement but it describes hedging, not a farm-in.
30 June 2006material agreement● Neutral
Whittier's subsidiary and Imperial Petroleum agreed to push the Imperial deal's closing deadline to July 31, 2006 and cut the base purchase price by $654,200 for defects the buyers had already raised. The deadline to raise further defects is July 21, 2006. This is a delay and a price reduction on the pending deal, not a termination.
6 June 2006asset acquisition disposition▲ GoodMajor
Whittier closed the Westhoff Ranch purchase on June 1, 2006: a 75% operated working interest for about $19.9 million cash before closing adjustments, with net production of 3.1 million cubic feet of gas equivalent per day. On May 31 it also amended its BNP Paribas credit facility, raising the borrowing base from $30.5M to $38.0M, the maximum limit from $75M to $100M, and extending maturity one year to June 15, 2009. The Imperial deal was still pending, which the press release expected to close in early July.
5 May 2006material agreement▲ GoodMajor
Whittier signed two deals on May 1, 2006 to buy oil and gas properties for a combined $31.9 million cash: Westhoff Ranch in Jackson County, Texas ($19.9M plus 5% simple interest from May 1, for a 75% operated interest) and four fields from Imperial Petroleum ($12M, subject to Imperial shareholder approval). The filing says the properties carry about 18.9 Bcfe of proved reserves and about 3.8 Mmcfe/d of net production, and closings are expected by June 1 and June 30, 2006. This continues the acquisition growth that began with RIMCO in 2005.
6 Apr 2006listing compliance notice▼ Bad
WHITTIER ENERGY CORP withdrew a registration statement, abandoning the offering it covered.
6 Apr 2006listing compliance notice▼ Bad
WHITTIER ENERGY CORP withdrew a registration statement, abandoning the offering it covered.
9 Nov 2005material agreement● Neutral
On November 3, 2005 Whittier granted stock options to its named executive officers and other key employees under the 2004 Long Term Incentive Plan, the plan whose share reserve was enlarged in October. The filing attaches the form of option agreement and does not give the number of options or the exercise prices.
27 Oct 2005material agreement▼ Bad
Whittier corrected its October 24 filing: the Long-Term Incentive Plan share reserve approved on October 18, 2005 rises from 520,000 to 1,876,000 shares, not the 1,582,222 first stated. The correction makes the potential dilution larger than first reported.
24 Oct 2005material agreement▼ Bad
On October 18, 2005 stockholders approved raising the shares reserved under the Long-Term Incentive Plan from 520,000 to 1,582,222. This initial figure was later corrected (see the 8-K/A). More shares for employee and director options could dilute holders.
20 July 2005material agreement● Neutral
On July 14, 2005 the board approved pay for non-management directors: $1,000 per board meeting, a $10,000 annual retainer and $24,000 more per year paid in stock options, plus extra option retainers and meeting fees for committee roles. Cash pay is small, and the option grants would add some dilution (inference).
21 June 2005asset acquisition disposition● NeutralMajor
Whittier completed the RIMCO acquisition on June 15, 2005 for about $56 million ($55M cash plus $1M assumed bank debt). It funded the deal with about $50M of Series A preferred stock (852,912 shares, about $46.9M net, with Whittier Ventures and some officers and directors taking part) and a new $75M BNP Paribas revolver with a $30.5M borrowing base, of which about $20M was drawn. The draw also repaid about $8.5M of Whittier bank debt and $1M of RIMCO's. This resolves the main open thread. Whittier now has Beaver Dam Creek (89% WI), Big Escambia Creek and Permian Basin fields, and about 95% of proved reserves in three areas. The filing says it acquired 23.1 Bcf of proved reserves. A $2.125M holdback covers indemnity claims, and the reverse split is planned for around July 1, 2005. Three executives were given employment agreements at $200,000 base salary.
10 June 2005business combination● Neutral
Whittier furnished more RIMCO information for the pending acquisition: unaudited RIMCO accounts for the first quarter of 2005 and 2004, reserve and production data, and pro forma statements. The visible RIMCO figures show Q1 2005 oil and gas sales of $4.8M and net income of $1.5M. The filing adds no new deal terms.
8 June 2005capital raising announcement● NeutralMajor
On June 7, 2005 Whittier priced a private sale of 833,333 shares of Series A 8% convertible preferred stock at $60 per share, expected to close June 15 alongside the RIMCO purchase. This is the equity part of the funding for RIMCO. Each preferred share converts into 30 common shares, or 10 after a planned one-for-three reverse split and a Nasdaq National Market listing. This confirms the reverse split inferred earlier and means new shares for existing holders (inference: dilution). 8% dividends start only if conversion has not happened by Dec 31, 2005.
16 May 2005business combination● Neutral
Whittier furnished financial and reserve information on RIMCO, the company it agreed in April 2005 to buy for about $55 million cash plus assumed liabilities: RIMCO's audited 2004 and 2003 accounts, combined reserve and production data, and pro forma statements. The visible RIMCO figures show oil and gas sales of $17.3M in 2004 against $34.7M in 2003, and operating income of $5.6M against $15.5M. The pending purchase itself is unchanged.
20 Apr 2005material agreement● NeutralMajor
Whittier signed a merger agreement on April 18, 2005 to buy RIMCO Production Company, a private Delaware company, for $56 million ($55 million cash plus $1 million of assumed bank debt), expected to close by June 17, 2005. Whittier says it intends to fund the deal with a combination of equity and bank debt, and closing is conditioned on obtaining that cash, RIMCO shareholder approval and regulatory approvals; holders of 55.6% of RIMCO have agreed to vote in favour. The release says it would lift pro forma proved reserves to about 6.75 million barrels of oil equivalent from 2.66 million; this is far larger than the June 2004 South Texas purchase of about $7.5M and implies new financing, which may dilute shareholders (inference).
3 Mar 2005drilling progress report▲ Good
Whittier finished drilling Scott & Hopper #4 (9,725 feet), with logs showing about 30 feet of net pay in the main target and over 50 feet in shallower sands; completion and testing are planned for March 2005. This fulfils the nine-month drilling commitment from the June 2004 South Texas acquisition; the second commitment well must spud by Dec 31, 2005. Rachal #1 was perforated in February and is to be fracked and tied in during March. Results are preliminary, with no production figures yet.
31 Jan 2005drilling progress report▲ Good
Whittier reported it drilled and set casing on the Rachal #1 well in Webb County (23 feet gross pay, 16 net; 30% working interest) and is preparing to spud Scott & Hopper #4 in Brooks County, a roughly $1.9 million well, in late January 2005. Spudding before March 16, 2005 meets the nine-month drilling commitment from the June 2004 South Texas acquisition; a second well must start by Dec 31, 2005 or 50% of the remaining undeveloped acreage interest goes back to the seller. The release also repeats the Grant Thornton auditor appointment.
18 Jan 2005auditor change● Neutral
Whittier's audit committee dismissed Brown Armstrong (auditor since Nov 2003) effective January 13, 2005 and appointed Grant Thornton LLP for the year ended December 31, 2004. The filing states Brown Armstrong's opinions for the last two years were unqualified and there were no disagreements; the former auditor's letter agrees.
30 Dec 2004capital raising announcement▲ Good
The SEC declared effective Whittier's resale registration statement (Form SB-2) covering up to 4,320,470 shares, including shares, $2.50 warrants and shares under the $2.00 convertible note. Because it became effective before the Dec 31, 2004 deadline, the company says it will not have to issue the extra 345,000 shares and warrants to the June placement investors. This resolves that open thread; Whittier receives no money from resales by the holders.
8 Nov 2004drilling progress report▲ Good
Whittier announced two new prospects: the Rachal Prospect in Webb County, Texas (30% working interest, operator, Rachal #1 well expected to spud before year-end, estimated $550,000 cost) and the Amber Prospect in New Iberia Parish, Louisiana (30% operated interest, test well planned for Q1 2005, estimated $750,000). It also bought an additional 11% average interest in the Rayne Field, Louisiana for about $174,000, raising its operated interest to about 33%, and reported six more Greater Mayfield, Oklahoma wells completed since Q2 (15 producing in total, net production up to 1 Mmcfd from 425 Mcfd). This adds new drilling plans and small acquisitions to its Texas and Louisiana operations, building on the Mayfield minor interests held earlier.