11 Mar 2019listing compliance notice▼ BadMajor
Cimarex Resolute LLC terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
11 Mar 2019listing compliance notice▼ BadMajor
Cimarex Resolute LLC suspended its duty to file periodic reports with the SEC.
1 Mar 2019listing compliance notice● NeutralMajor
Cimarex Resolute LLC's exchange filed to remove a class of its securities from listing.
1 Mar 2019business combination● NeutralMajor
The Cimarex merger closed on March 1, 2019, and Resolute is now a wholly owned subsidiary of Cimarex (the surviving company is Cimarex Resolute LLC). Common shareholders received, per their election and subject to proration, $14.00 plus 0.2366 Cimarex shares, $35.00 cash, or 0.3943 Cimarex shares; after proration Cimarex issued about 5.7 million shares and paid about $325.6 million in cash. The 8⅛% preferred was exchanged one-for-one into Cimarex 8⅛% Series A preferred (62,500 shares). The BMO revolver was terminated and repaid, and about $621.3 million was deposited to redeem the 8.50% Senior Notes due 2020 on April 1, 2019 at 100% of principal plus accrued interest, discharging the indenture. All Resolute directors resigned and all listed officers ceased their roles. NYSE trading in the common stock and Series A Junior Participating Preferred was suspended, and Resolute intends to file Form 15 to deregister. This resolves the merger thread, the vote and regulatory conditions having been satisfied (inference from closing).
1 Mar 2019listing compliance notice● NeutralMajor
Cimarex Resolute LLC's exchange filed to remove a class of its securities from listing.
14 Feb 2019business combination● Neutral
Resolute added extra disclosures to its merger proxy statement. It says that during fall 2018 it contacted 13 industry participants and signed non-disclosure agreements with four, but received no proposal from anyone other than Cimarex. The filing also gives revised comparison tables from its advisers Goldman Sachs and Petrie Partners and says Goldman's fee is estimated at about $7.5 million, $2.5 million paid on announcement and the rest contingent on closing. Resolute says it believes the original disclosures were already compliant and these are supplied for extra information; there are no changes to the deal terms.
11 Feb 2019business combination● Neutral
Resolute and Cimarex announced that holders of common stock, restricted stock, outperformance share rights and options must choose their form of merger consideration by 5:00 p.m. Eastern on February 22, 2019, the same day as the shareholder meeting. Elections go to the exchange agent, Continental Stock Transfer & Trust, and are subject to proration; holders using a broker may face an earlier deadline. The filing says the Cimarex registration statement became effective on January 30, 2019. This is a procedural step in the pending merger, not a completion.
30 Jan 2019business combination● NeutralMajor
Resolute filed its definitive proxy statement/prospectus and called a special shareholder meeting for February 22, 2019 (record date January 18, 2019) to vote on the Cimarex merger, with the board unanimously recommending approval. Terms match the announced deal: $14.00 plus 0.2366 Cimarex shares, $35.00 cash, or 0.3943 Cimarex shares, prorated to 60% stock and 40% cash. Former Resolute holders would own about 6.4% of Cimarex, and the 8⅛% preferred converts one-for-one into a new Cimarex preferred. Common shareholders would be bought out if the vote passes and the deal closes; the vote has not yet happened.
20 Nov 2018business combination● NeutralMajor
Resolute filed the formal merger agreement with Cimarex Energy, signed November 18, 2018, putting into legal form the deal announced on November 19. Common shares convert into $14.00 cash plus 0.2366 Cimarex shares, $35.00 cash, or 0.3943 Cimarex shares, at the holder's election and subject to proration; the preferred stock stays outstanding and becomes Cimarex preferred. Closing needs a Resolute shareholder vote, HSR antitrust clearance, an effective S-4, NYSE listing of the new shares and a tax opinion. Either side can terminate if the deal has not closed by July 18, 2019 (extendable to October 18, 2019 for regulatory clearances). Resolute would owe a $35.9 million termination fee in specified cases, such as taking a superior proposal or a change of board recommendation, and $7.5 million of expense reimbursement if shareholders vote it down. Restricted stock, performance rights, options and SARs vest and convert into merger consideration or cash. Continues the merger thread; the final outcome is still unresolved.
19 Nov 2018business combination▲ GoodMajor
Resolute and Cimarex Energy announced a merger agreement under which Cimarex will acquire Resolute, valued at $35.00 per share, or about $1.6 billion including Resolute's $710 million of long-term debt at September 30, 2018. Resolute shareholders can choose 0.3943 Cimarex shares, $35 cash, or $14 cash plus 0.2366 shares, subject to proration to a 60% stock / 40% cash mix; the price is about a 14.8% premium to the $30.49 close on November 16, 2018. Both boards approved it unanimously, and it still needs Resolute shareholder approval and regulatory clearance. The deal would take over Resolute's Reeves County, Texas Delaware Basin acreage (about 21,100 net acres). This is a new thread that would end shareholders' current holding if completed. It is not yet completed, so the final outcome is unresolved.
17 Sept 2018material agreement▲ GoodMajor
Resolute signed a Fourth Amendment to its bank credit agreement on September 14, 2018, raising the borrowing base from $210 million to $310 million. It also changed the EBITDA calculation to annualize quarterly EBITDA through the second quarter of 2019, and made administrative changes that the filing says accommodate a future refinancing of the 8.5% senior notes due 2020. This continues the series of amendments (the Third was in March 2018).
25 Apr 2018business combination● Neutral
Resolute filed a registration statement to let holders swap the $75 million of unregistered 8.50% Senior Notes due 2020 issued April 9, 2018 for identical registered notes. This fulfils the exchange-offer promise made in the April 10 note sale; it does not raise new money or change the company's debt, and no new terms apply beyond the removal of transfer restrictions. It also states that the earlier $125 million of add-on notes issued in May 2017 were already exchanged for registered notes.
10 Apr 2018debt financing● NeutralMajor
Resolute sold an extra $75 million of its 8.50% Senior Notes due 2020 to institutional buyers (Goldman Sachs as representative), closing April 9, 2018, for about $74.0 million net. These add to the $525 million already issued under the same indenture, and the company said it will use part of the proceeds to repay its bank revolver and the rest for general purposes including its 2018 capital plan. The company also agreed to offer a registered exchange for these notes, aiming to complete it by June 8, 2018. This is the exchange offer previously listed as open for the $125M add-on notes (the earlier one now appears complete per the later filing).
22 Mar 2018material agreement● Neutral
The company signed a Third Amendment (Mar 16, 2018) to its bank credit agreement, changing the interest margin definition, the EBITDA definition (including costs of activist investor campaigns) and the debt-to-EBITDA covenant. It also raised the unsecured-debt threshold for automatic borrowing base cuts from $550 million to $600 million. The filing does not give the new covenant levels, and the mention of activist investor campaigns is the only hint of that context.
9 Nov 2017asset acquisition disposition● Neutral
This amendment adds the pro forma financial statements for the completed Aneth sale. They show the revolver ($122.2 million at Sept 30, 2017) being fully repaid, total assets falling from $792.3 million to $626.9 million, and about $9.8 million of closing costs (severance and fees). For the first nine months of 2017, pro forma net income to common holders would have been $2.8 million versus a $3.8 million loss as reported.
7 Nov 2017asset acquisition disposition▲ GoodMajor
The Aneth Field sale to Elk Petroleum closed Nov 6, 2017, a little ahead of the expected late-October timing. The company received $150 million cash at closing plus the earlier $10 million deposit, and can still earn up to $35 million if oil prices stay above set levels; Resolute will operate Aneth for the buyer until handover on Jan 1, 2018. President James Piccone is to join Elk as CEO of Elk Petroleum, Inc. and resign from Resolute on Dec 31, 2017. Q3 results showed production of 28.6 MBoe/d, a net loss to common holders of $14.6 million, and a borrowing base of $210 million; the board approved a larger 2017 Permian capital program.
19 Oct 2017material agreement● Neutral
The company amended its bank credit agreement (Second Amendment, Oct 18, 2017), keeping the borrowing base at $218.75 million but cutting it automatically to $210 million once the Aneth sale closes. It also raised the unsecured-debt threshold that triggers borrowing base cuts from $500 million to $550 million, changed how EBITDA is calculated, and loosened hedging limits.
15 Sept 2017material agreement● NeutralMajor
Resolute agreed on Sept 14, 2017 to sell its Aneth Field subsidiary (Resolute Aneth, LLC) to an affiliate of Elk Petroleum Limited for up to $195 million: $160 million cash at closing (including a $10 million buyer deposit) plus up to $35 million more if WTI oil prices exceed $52.50, $55.00 and $60.00 in the three years after closing. Closing is expected around Oct 27, 2017, and proceeds will first repay the revolving credit facility. The company calls it the final step in becoming a Delaware Basin company; this sells the long-held Aneth asset described in earlier filings.
22 May 2017business combination● Neutral
The company filed a registration statement to swap the $125M of unregistered 8.50% senior notes issued May 12, 2017 for substantially identical registered notes. This fulfils the registration rights promised with the notes sale. It is a debt-holder matter with no change to shareholders' stock and no new money raised; the exchange offer's expiry date is blank and it has not yet taken effect.
15 May 2017asset acquisition disposition▲ GoodMajor
The $160M cash purchase of Reeves County, Texas Delaware Basin properties from CP Exploration II and Petrocap CPX closed on May 15, 2017, effective May 1. It covers about 4,600 net acres, two producing wells, six drilled but uncompleted wells and one non-operated well. The company says it was financed substantially by the $125M notes offering, keeping revolver availability, and that it began fracing the first uncompleted well on May 4. This resolves the pending March 2017 acquisition.
12 May 2017debt financing● NeutralMajor
The company closed the $125M add-on of 8.50% senior notes due 2020 on May 12, 2017, selling to BMO Capital Markets and other initial purchasers, with net proceeds of about $125.9M. The notes join the existing $400M issue under the same indenture (trustee now Delaware Trust Company), with interest paid May 1 and November 1 starting Nov 1, 2017. Proceeds, together with revolver borrowings, are intended to fund the Reeves County acquisition. On closing, the revolver borrowing base was automatically cut to $218.75M, and the company must try to complete a registered exchange offer by June 26, 2017 or pay extra interest if not done by July 11, 2017. Total senior notes outstanding rise to $525M, and the $100M bridge commitment is not mentioned.
9 May 2017material agreement● NeutralMajor
On May 8, 2017 the company amended its February 2017 bank credit agreement (led by Bank of Montreal). The maximum debt-to-earnings ratio allowed is raised to 4.50:1 for the June 2017 quarter and 4.25:1 for September 2017, returning to 4.00:1 afterwards. The threshold of unsecured debt above which the borrowing base is cut by 25% of the excess moves from $400M to $500M. The company also announced a private offering of $125M of 8.50% senior notes due 2020 and shared the Bronco acquisition's financial statements with prospective investors, including a disclosure of $42M borrowed under the credit agreement at April 30, 2017. This is the long-term financing the March 2017 acquisition filing left undecided, and the looser covenant and higher debt threshold fit with taking on more debt (an inference).
3 Mar 2017material agreement● NeutralMajor
On March 3, 2017 the company agreed to buy about 4,600 net acres of Reeves County, Texas Delaware Basin properties from undisclosed private sellers for $160M cash, with closing expected around May 15, 2017. The properties include two producing Wolfcamp wells making about 800 net Boe per day, six drilled but uncompleted wells and one non-operated well being drilled. It also took a $100M unsecured bridge financing commitment from BMO Capital Markets, and says final financing may include long-term debt and equity (a possible further dilution or debt load). This continues the Delaware Basin expansion begun with the Firewheel deal.
21 Feb 2017debt financing● NeutralMajor
On February 17, 2017 the company signed a new Third Amended and Restated revolving credit agreement led by Bank of Montreal, repaying and terminating the Wells Fargo-agented facility. The new facility starts with a $150M borrowing base, matures in February 2021, is secured by the Aneth Field and Delaware Basin assets, and carries LIBOR plus 3.0% to 4.0% interest. Covenants require a current ratio of at least 1.0 to 1.0 and funded debt to EBITDA of no more than 4.0 to 1.0. This replaces the revolver that had a $105M borrowing base in October 2016.
20 Jan 2017material agreement● Neutral
On January 17, 2017 a subsidiary agreed to sell its Lea County, New Mexico oil and gas properties to an undisclosed buyer for $15M (effective October 1, 2016), with a $1.5M deposit paid and closing expected around February 22, 2017. Proceeds are to reduce revolver borrowings or for other corporate purposes. This is another small asset sale, following the 2015 sales and the 2016 midstream sale.
22 Dec 2016material agreement● NeutralMajor
On December 19, 2016 the company agreed to sell 3,800,000 common shares to the public at $38.00 each through underwriters led by BMO Capital Markets and Goldman Sachs. The underwriters took up their full 570,000-share option, bringing the total to 4,370,000 shares and net proceeds of about $160.8M, with closing expected around December 23, 2016. This is a large new issuance that dilutes existing holders; the filing does not state what the money is for.
1 Dec 2016material agreement● Neutral
On November 29, 2016, a subsidiary and Kinder Morgan CO2, the company's CO2 supplier, amended their 2007 CO2 purchase contract, effective October 1, 2016. The amendment changes the annual and aggregate volume commitments for CO2 purchases and adds administrative changes; the filing does not state the new volumes or their effect on costs.
7 Oct 2016asset acquisition disposition● NeutralMajor
The $135M Firewheel purchase of Delaware Basin properties in Reeves County, Texas closed on October 7, 2016 (effective September 1, 2016), with 2,114,523 new common shares issued to Firewheel as part of the price. The same day the preferred stock sale closed: BMO fully exercised its option, so 62,500 shares of 8⅛% Series B convertible preferred were sold for $60M net before offering expenses, which could convert into 2,116,350 common shares and ranks ahead of common stock in a liquidation. The revolver's borrowing base was re-affirmed at $105M (down from the $145M noted after the Gardendale sale), and the September 30 amendment allowing preferred dividends is formally filed. This resolves the pending Firewheel and preferred closings from the October 5 filing.
5 Oct 2016capital raising announcement● NeutralMajor
On October 4, 2016 the company agreed to buy Delaware Basin properties in Reeves County, Texas, from Firewheel Energy, LLC for $135M: $90M in cash plus about 2,114,523 new common shares worth $45M, with closing expected October 7, 2016. To help fund it, it agreed to sell 55,000 shares of 8⅛% Series B convertible preferred stock ($1,000 liquidation preference each, convertible at about $29.53 per common share) to BMO Capital Markets, with an option for 7,500 more. Existing shareholders face dilution from the new shares and the convertible preferred. The revolver was also amended on September 30, 2016 to allow preferred dividends within set limits. This is a shift from selling assets to adding Delaware Basin acreage.
8 July 2016material agreement▲ GoodMajor
On July 7, 2016 the company agreed to sell its gas gathering and water handling systems in the Mustang and Appaloosa areas of Reeves County, Texas, to an undisclosed Permian midstream company. The initial payment is $50M ($35M Mustang, $15M Appaloosa), of which the company gets $32.85M, with the balance going to its Mustang partner, plus up to $60M gross in earn-outs tied to drilling through 2020 and about $2.3M at closing for 2016 wells. Closing is expected around August 1, 2016, subject to Hart-Scott-Rodino clearance. The company must dedicate its gas and water from these areas to the buyer for 15 years. This follows through on the Reeves County midstream monetization flagged in November 2015; proceeds go first to reduce debt and fund Delaware Basin development.