Each one in plain English, with the numbers worked through for a shareholder.
6 Nov 2020business combination● NeutralMajor
Amendment No. 4 reports the result: shareholders approved a 4-for-1 reverse split of the common stock at a special meeting on 22 October 2020, and the charter amendment was filed in Delaware on 26 October 2020. The split takes effect in the over-the-counter market once FINRA gives notice of the effective date. The filing does not state any cash price paid to holders. This resolves the vote, and the company deregistered its securities on 27 October 2020 (per the running context).
Amendment No. 3 accompanies the definitive (final-form) proxy statement filed 29 September 2020, so shareholders were then asked to vote on the reverse stock split. The only change visible in the text is the fee table's transaction value, which rose from $191 to $197; the split terms remain only in the proxy statement.
Amendment No. 2 to the going-private statement repeats the earlier text, again incorporating all terms by reference to an amended preliminary proxy statement (filing date left blank as 'September __, 2020'). It is dated 4 September 2020 and carries no new terms or figures.
Amendment No. 1 to the going-private statement is substantively identical to the original filing; it refers to an amended preliminary proxy statement filed 17 August 2020 and the fee table still shows $191. The filing does not say what changed in the proxy, and no terms are stated in this text.
Carbon Energy Corporation opened the going-private process with a Rule 13e-3 statement filed alongside a preliminary proxy statement. The transaction is a reverse stock split, and the filing's fee table uses a transaction value of $191 at $1.00 per share. The filing itself says little: every substantive item is incorporated by reference to the proxy statement, so the split ratio and what holders would receive are not in this text. This follows the May 2020 Diversified sale.
Seven weeks after the Appalachian sale, the remaining California business needed the same treatment: its Prudential lenders granted limited waivers of covenant breaches and amended all three of its note and securities purchase agreements. The distress had simply moved to the half of the company Carbon still owned.
29 May 2020asset acquisition disposition● NeutralMajor
Carbon closed the Diversified sale on 26 May for a base cash price of $99.2 million, with up to $15 million more contingent, and paid off the Prosperity Bank credit facility. It agreed a schedule to repay the $25.1 million Old Ironsides notes, and Pierce and Struzeski left as officers, staying on as consultants at $25,000 a month each.
With the Diversified sale signed but not closed, the lenders agreed to delay by a month each of the two scheduled $2 million cuts to the borrowing base - just enough breathing room to reach completion.
Carbon agreed to sell its entire Appalachian and Illinois Basin business - the Carbon Appalachia and Nytis Exploration subsidiaries, which is to say almost everything it had built since 2011 - to Diversified Gas & Oil for $110 million in cash plus up to $15 million contingent. Yorktown's funds, holding the majority, approved it by written consent the same week, so no shareholder vote was needed.
Under a third amendment, lenders cut Carbon's borrowing base from $75 million to $73 million, with further automatic cuts of $1 million twice and $2 million twice through May 1, 2020. They also waived hedging and asset-sale covenant breaches and dropped the $3 million minimum liquidity requirement.
