Each one in plain English, with the numbers worked through for a shareholder.
15 Apr 2015merger communication● NeutralMajor
Lucas re-filed its February 4, 2015 announcement of a non-binding letter of intent to merge with Victory Energy, with Victory and Navitus holders expected to own a majority of the combined company. Victory was also to fund seven Eagle Ford wells and Lucas's working capital.
Lucas agreed with Victory to borrow up to $2 million, starting with a $250,000 Draw Note secured by pledged Lucas shares capped at 19.9% of outstanding stock. Victory also had to give senior lender Louise Rogers a $250,000 contingent note at 18% interest, in return for her releasing the well rights from her security.
Lender Louise H. Rogers agreed to defer Lucas Energy's recent missed interest payments and cut its rate back to 12% through August 2015, while tying the loan's fate to the pending Victory Energy merger - if the merger falls through, a newly formed entity must give Rogers a $250,000 note, and if it closes, that note is cancelled.
Ironman Energy Partners, L.P., Ironman Energy Partners II, L.P., Ironman Capital Management, LLC and G. Bryan Dutt reported 3,113,671 shares (8.9%) of the company at 31 December 2014. The Master Fund and its general partners reported 2,547,502 shares (7.3%).
Lucas Energy signed a non-binding letter of intent to merge with Victory Energy Corporation, with plans to also form a joint venture to fund new wells and cover cash-flow shortfalls in the meantime.
Hall Phoenix Energy, LLC, Hall Phoenix/Inwood, Ltd, Phoenix/Inwood Corporation, Search Financial Services, LP, Hall Search GP, LLC, Craig Hall reported a CAMBER ENERGY, INC. shareholding of 1,633,001 shares (4.67% of votes) in a periodic institutional filing.
Lucas Energy defaulted on its roughly $7.7 million loan from senior lender Louise H. Rogers, missing a $266,000 principal payment - triggering an 18% default interest rate. The lender has not yet acted on the default but is reserving her rights.
Lucas sold its whole working interest in about 450 net mineral acres and the wells on them in Madison County, Texas for $700,000, with the buyer taking on the plugging liability - selling producing assets to raise small change. On the same day all three of the outside directors, Ken Daraie, W. Andrew Krusen and Ryan Morris, resigned from the board; Daraie and Krusen were the insiders who had lent the company $2.25 million eighteen months earlier.
Lucas Energy brought in Oak Valley Operating and Sabine River Energy as drilling partners on its undeveloped Karnes County Eagle Ford acreage: Oak Valley pays $444,285 for a 50% working interest and will fund half the cost of drilling two initial horizontal wells, expected to spud by December 2014 if Lucas can raise its share of the money.
Meson Capital and Young Capital reported that they ceased to own more than 5% of the company on July 25, 2014, after Meson Constructive distributed 4,211,350 shares in kind to its limited partners. The group reported 951,409 shares in total, about 2.8%.
MESON CAPITAL CONSTRUCTIVE PARTNERS L.P, MESON CAPITAL PARTNERS LP, MESON CAPITAL PARTNERS LLC, RYAN J. MORRIS, YOUNG CAPITAL PARTNERS, LP, YOUNG CAPITAL MANAGEMENT, LLC, JOSHUA D. YOUNG reported a CAMBER ENERGY, INC. shareholding of 4,811,375 shares (14.40% of votes) in a periodic institutional filing.
Seven months after borrowing $7.5 million from private lender Louise Rogers, the company had to have the terms rewritten: monthly principal repayments, which had only just started, were deferred, and 75,000 shares went to the intermediary as the price of the accommodation. The Rogers loan would be renegotiated repeatedly over the following three years as cash got tighter.
Amended the terms of its senior secured loan from Louise Rogers (then $7.3 million outstanding, originally a $7.5 million loan from August 2013) to defer principal payments for six months at a temporarily higher 15% interest rate -- the Rogers loan's actual start predates the 2014 date currently on record for this lender relationship.
LONG FOCUS CAPITAL MANAGEMENT, LLC, LONG FOCUS CAPITAL, LLC, CONDAGUA, LLC, JOHN B. HELMERS, A. GLENN HELMERS reported a CAMBER ENERGY, INC. shareholding of 4,344,834 shares (13.00% of votes) in a periodic institutional filing.
Lucas Energy raised $2 million selling stock-and-warrant units to existing shareholders, including Ironman Energy Master Fund and John B. Helmers, who becomes a greater-than-10% owner as a result.
LONG FOCUS CAPITAL MANAGEMENT, LLC, LONG FOCUS CAPITAL, LLC, CONDAGUA, LLC, JOHN B. HELMERS, A. GLENN HELMERS disclosed a new substantial CAMBER ENERGY, INC. shareholding (8.93% of votes).
NYSE MKT warned Lucas Energy it no longer meets listing standards because its losses are too large relative to its size and finances - an early sign of the going-concern strain that would recur for years. The company had until mid-March 2014 to submit a compliance plan.
Hall Phoenix Energy, LLC, Hall Phoenix/Inwood, Ltd, Phoenix/Inwood Corporation, Search Financial Services, LP, Hall Search GP, LLC, Craig Hall reported a CAMBER ENERGY, INC. shareholding of 1,658,101 shares (5.53% of votes) in a periodic institutional filing.
Ironman Energy Master Fund, Ironman Energy Capital, L.P, Ironman Energy Partners, L.P, Ironman Energy Partners II, L.P, Ironman Capital Management, LLC, G. Bryan Dutt disclosed a new substantial CAMBER ENERGY, INC. shareholding (9.40% of votes).