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.
12 Mar 2007substantial holder notice● Neutral
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC, FRIEDMAN, BILLINGS, RAMSEY & C reported a WHITTIER ENERGY CORP shareholding of 737,910 shares (5.87% of votes) in a periodic institutional filing.
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.
14 Feb 2007substantial holder notice● Neutral
Wellington Management Company, LLP reported a WHITTIER ENERGY CORP shareholding of 778,000 shares (6.19% of votes) in a periodic institutional filing.
12 Feb 2007substantial holder notice● Neutral
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC, FRIEDMAN, BILLINGS, RAMSEY & C reported a WHITTIER ENERGY CORP shareholding of 981,317 shares (7.81% of votes) in a periodic institutional filing.
29 Jan 2007substantial holder notice● Neutral
Sterling Energy plc disclosed a new substantial WHITTIER ENERGY CORP shareholding (15.40% of votes).
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.
10 Jan 2007substantial holder notice● Neutral
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC reported a WHITTIER ENERGY CORP shareholding of 1,249,317 shares (9.94% of votes) in a periodic institutional filing.
4 Jan 2007director interest notice● Neutral
WHITTIER ENERGY CORP 10%+ owner Friedman Billings Ramsey Group INC sold 31,500 shares.
28 Dec 2006director interest notice● Neutral
WHITTIER ENERGY CORP 10%+ owner Friedman Billings Ramsey Group INC sold 195,000 shares.
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.
11 Dec 2006director interest notice● Neutral
WHITTIER ENERGY CORP 10%+ owner Friedman Billings Ramsey Group INC sold 316,303 shares.
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.
10 Oct 2006director interest notice● Neutral
WHITTIER ENERGY CORP President and CEO Bryce W Rhodes exercised stock options for 5,000 shares and disposed of 5,000 shares.
1 Sept 2006director interest notice● Neutral
WHITTIER ENERGY CORP director Arlo G Sorensen bought 1,900 shares on the open market at $6.90.
29 Aug 2006director interest notice● Neutral
WHITTIER ENERGY CORP Chief Accounting Officer Geoff Stone received a stock option grant for 60,000 shares.
29 Aug 2006director interest notice● Neutral
Geoff Stone became a WHITTIER ENERGY CORP Chief Accounting Officer and company insider (initial ownership filing).
29 Aug 2006director interest notice● Neutral
WHITTIER ENERGY CORP President and CEO Bryce W Rhodes bought 2,000 shares on the open market.
28 Aug 2006director interest notice● Neutral
WHITTIER ENERGY CORP director Arlo G Sorensen bought 950 shares on the open market.
21 Aug 2006securities registration● Neutral
WHITTIER ENERGY CORP filed the final prospectus for a registered offering.
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.
20 June 2006director interest notice● Neutral
WHITTIER ENERGY CORP Chief Operating Officer Daniel Silverman exercised stock options for 33,200 shares and disposed of 66,400 shares.
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.