Cimarex Resolute LLC

Cimarex Resolute LLC terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

Cimarex Resolute LLC suspended its duty to file periodic reports with the SEC.

listing compliance notice

Cimarex Resolute LLC's exchange filed to remove a class of its securities from listing.

listing compliance notice

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).

business combination

Cimarex Resolute LLC's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

business combination

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.

business combination

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.

business combination

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).

material agreement

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).

debt financing

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.

asset acquisition disposition

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.

material agreement

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.

asset acquisition disposition

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.

debt financing

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).

material agreement

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.

material agreement

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.

debt financing

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.

material agreement

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.

asset acquisition disposition

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.

capital raising announcement

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.

material agreement

the New York Stock Exchange certified Cimarex Resolute LLC's securities for listing, clearing them to begin trading.

listing compliance notice

On December 22, 2015 the company closed the sale of its Gardendale properties in Midland and Ector counties, Texas, to Independence Resources Holdings, LLC for $177.5 million (effective September 1, 2015). The proceeds repaid the $95 million outstanding on the revolver (which stays in place, with its borrowing base cut by $20 million to $145 million); the rest goes to cash and part repayment of the second lien loan. This resolves the Gardendale sale announced November 19, 2015. The sold assets had 5.4 MMBoe of proved reserves at end-2014 and produced about 1,472 net Boe per day in Q3 2015.

asset acquisition disposition

On November 30, 2015 the NYSE notified the company of a second listing shortfall: average market capitalization under $50 million over 30 trading days and stockholders' equity under $50 million. The company has 45 days to submit a plan to regain compliance within eighteen months; its market cap was about $71.3 million on December 3, 2015. The company says its shares keep trading and no debt default results. The $1.00 price issue remains, with a reverse split to be pursued after the 2016 annual meeting if needed.

listing compliance notice

On November 19, 2015 the company agreed to sell its Gardendale properties in Midland and Ector counties, Texas, to an undisclosed buyer for $177.5 million, with a $15 million escrow deposit and closing expected around December 22, 2015. Proceeds first reduce the revolver and second lien debt, and later are meant to fund Delaware Basin and Aneth development. The company says 2015 asset sales will total nearly $275 million, that it is working on possibly selling its Reeves County midstream assets, and that it is assessing restructuring its secured debt. It also dropped plans for a reverse split before year-end 2015: the NYSE allows until the 2016 annual meeting to get the price above $1.00, with a split to follow then if needed. This changes the earlier July timetable.

material agreement

On September 15, 2015 the company agreed to sell its Hilight Field properties in the Powder River Basin, Campbell County, Wyoming, to an undisclosed buyer for $55 million, with a $5.5 million escrow deposit; closing was expected around October 6, 2015, effective July 1, 2015. Proceeds will go to reduce debt. The company says this brings 2015 asset sales to nearly $100 million, part of a previously announced plan to cut debt.

material agreement

On May 18, 2015 the company borrowed an additional $50 million of second lien term debt from Bank of Montreal and the same lenders as the December 2014 $150 million loan, funded May 19, 2015. Net proceeds of about $46 million repaid revolver borrowings, and the revolver borrowing base fell automatically by $10 million to $260 million. This uses the incremental option extended in the April 2015 amendment; the loan carries the same terms, including interest at adjusted LIBOR plus 10% with a 1% floor.

debt financing

On April 15, 2015 the company and Wells Fargo (agent) signed the Twelfth Amendment to its revolving credit agreement, setting the borrowing base at $275 million (down from the $330 million conforming base set in the Eleventh Amendment of December 2014; the filing does not state the current figure was $330M, so this comparison is drawn from earlier context). It also allows the sale of oil and gas properties in Howard and Martin Counties, Texas (purchase agreement dated March 27, 2015), which cuts the base by $5 million on closing. It extends to May 31, 2015 the deadline to borrow up to $50 million more second lien debt (the remaining option from the December 2014 deal), with a smaller automatic base reduction of 20% instead of 90%. These second lien changes depend on the second lien lenders waiving a required prepayment from the property sale.

material agreement

On February 3, 2015 the NYSE notified the company that its stock fell below the continued listing standard, with a 30-trading-day average close of $0.97 against the $1.00 required. The company has six months to cure it and says it intends to do so; the press release says a reverse stock split, needing board and shareholder approval, would be sought if necessary. The company says the notice does not affect operations or trigger a default under its debt.

listing compliance notice

On December 30, 2014 the company took a $150 million second lien term loan (Bank of Montreal as agent; the press release names Highbridge Principal Strategies), with up to $200 million more available within 60 days. It bears interest at adjusted LIBOR plus 10% (1% floor) and matures no later than November 1, 2019; about $134 million of net proceeds repaid revolver borrowings. The revolver was amended with a $330 million conforming borrowing base, leaving about $92 million of availability, and its total debt-to-EBITDA covenant was replaced by the term loan's ratio covenants. The Western crude purchase agreement was also extended to March 31, 2015, then month-to-month on 90 days' notice, with the discount cut to $8.00 per barrel.

debt financing

Cimarex Resolute LLC's exchange filed to remove a class of its securities from listing.

listing compliance notice

On May 8, 2013 the company agreed with underwriters to sell 13,250,000 new shares at $8.00 each, while selling stockholders sold 3,000,000 more, plus an over-allotment option of up to 2,437,500 shares. Expected net proceeds of about $101.8 million were to pay down the revolving credit facility, with closing expected May 14, 2013.

material agreement

The company said on April 9, 2013 that it found errors in revenue, operating expense and pro forma figures for the RSP Permian purchases because net revenue interests were misapplied, so earlier 8-K/A filings, the RSP production figures in the March 25 8-K and parts of its March 2013 investor presentation should no longer be relied on. Revised unaudited figures cut 2012 revenue in excess of direct operating expenses for the RSP assets from $78.4 million to $57.2 million (2011: from $49.1 million to $36.2 million). Fourth-quarter 2012 RSP production should have been about 3,173 Boe per day, not 4,210. The company says 2012 results, reported reserves (16.5 million Boe) and 2013 guidance are unaffected, and that the Celero figures were correct. Audited corrected statements are to follow in an amended 8-K/A, and the company does not plan to amend its 10-K.

financial restatement

On March 22, 2013 the company exercised its option and bought the remaining 67.65% interest and operatorship in the Ector and Midland county Permian properties for $230 million, plus $30.5 million for the tag-along holders' interests. Net of option fees and adjustments the total was $255.9 million, funded by revolving credit borrowings, cash on hand and escrowed 1031 exchange cash. This completes the two-step RSP purchase begun in December 2012. A Sixth Amendment raises the borrowing base to $485 million (a $445 million conforming tranche and a $40 million tranche expiring March 22, 2014), extends the facility's maturity from April 2017 to March 2018, and loosens the leverage covenant. The company also said it will issue revised 2013 guidance and asked investors to stop relying on earlier guidance.

asset acquisition disposition

On December 28, 2012 the company bought a 32.35% interest in Permian Basin oil and gas properties near Midland, Texas (Ector and Midland counties) for $110 million, plus about $14.8 million for tag-along holders' interests, funded by revolving credit borrowings. It also paid $5 million (about $0.7 million for the tag-along holders) for options to buy the remaining 67.65% for $230 million (about $30.9 million for the tag-along holders), exercisable by March 18, 2013. This is a second Permian purchase after the Celero deal, and the sellers include RSP Permian, which is an affiliate of Natural Gas Partners, also an affiliate of the company. A Fifth Amendment to the bank credit agreement raises the maximum leverage ratio to 4.25:1.00 for the quarter ended December 31, 2012. A title and environmental review runs to January 25, 2013, with part of the price held in escrow.

asset acquisition disposition

On December 21, 2012 the company completed the $120 million Permian Basin acquisition from Celero Energy II, LP and an affiliate, which was agreed on December 1. It was funded by the December 2012 senior notes proceeds and revolving credit borrowings. An amendment to the purchase agreement allows a post-closing title review until January 16, 2013, with the price adjustable for defects, and part of the price is held in escrow for that. This resolves the pending acquisition; the filing again notes that Natural Gas Partners is an affiliate of both the company and the seller.

asset acquisition disposition

On December 10, 2012 the company closed a further $150 million of 8.50% Senior Notes due 2020, sold at 101.25% of face value, added to the $250 million issued in April 2012 under the same indenture. Net proceeds were about $147.8 million; the press release says they are intended to fund the roughly $120 million Permian acquisition, repay revolving credit debt and for general corporate purposes. Alongside it, a Fourth Amendment to the bank credit agreement lets the company issue up to $400 million of unsecured debt without cutting the borrowing base, which stays at $330 million. The company must use reasonable best efforts to complete a registered exchange offer for these notes by April 21, 2013, or pay extra interest. First interest payment is May 1, 2013.

debt financing

On December 1, 2012 the company agreed to buy oil and gas properties in the Permian Basin (mainly Howard County, Texas and Lea County, New Mexico) from Celero Energy II, LP and an affiliate for $120 million, up to $5 million more if other interest holders sell alongside. A $12 million deposit is in escrow, and closing is expected around December 21, 2012. The filing notes that Natural Gas Partners, an affiliate of the company, is also an affiliate of the seller. The properties have 4.1 million barrels of oil equivalent of estimated proved reserves (73% oil) and produced a net 1,418 barrels of oil equivalent per day in Q3 2012. The company also added oil price hedges for 2013 and 2014 tied to this deal.

material agreement

The company sold $250 million of 8.50% Senior Notes due May 1, 2020 to institutional buyers; the sale closed April 25, 2012 at 97.50% of face value. Interest is paid each May 1 and November 1 starting November 1, 2012. The indenture limits further debt, dividends and asset sales, and the company agreed to offer registered replacement notes later. The filing does not state what the proceeds will be used for.

debt financing

On April 13, 2012 the company amended its bank credit agreement with Wells Fargo as agent. The revolving facility grows from $500 million to $1 billion, matures in April 2017 instead of March 2014, and carries lower interest rates. The borrowing base, the amount actually available, stays at $330 million.

material agreement

On April 9, 2012 the company bought, together with the Navajo Nation Oil and Gas Company (NNOG), all of Denbury's Aneth Field interests (13% of the Aneth Unit, 11% of the Ratherford Unit) for $75 million, split 50/50. NNOG also exercised an option to buy 10% of the company's Aneth interest for $100 million, paid as two $50 million transfers in July 2012 and January 2013. NNOG's other option was cancelled, and one remaining 10% option is exercisable in July 2017 at fair market value. The press release says that once everything closes, working interests stay essentially unchanged at 62% (Aneth Unit) and 59% (Ratherford Unit) and fall to 67.5% from 75% in McElmo Creek.

material agreement

On October 5, 2010 the company's subsidiary signed an amendment with Kinder Morgan CO2 extending its CO2 supply contract from the end of 2016 to the end of 2020. The amendment also raises available volumes, commits the company to about 176.5 Bcf over the term, and lowers the CO2 price. The filing calls this contract the company's principal CO2 source for developing Aneth Field, the asset acquired in the 2009 deal. No dollar price is given.

material agreement

On October 7, 2010 the company agreed with Pine River affiliates (which disclosed a 7% stake in November 2009) to turn 4,384,108 of its $13.00 public warrants plus $12,116,884 in cash into 1,775,107 new common shares. Of these, 932,068 shares come from exercising warrants for cash and 843,039 shares from swapping 3,452,040 warrants. This adds shares and removes warrants from the structure set up at the 2009 acquisition; closing was expected around October 22, 2010.

capital raising announcement

The HACI/Resolute deal closed on September 25, 2009, and HACI became a wholly-owned subsidiary of Resolute Energy Corporation. After closing there were 53,154,883 Resolute shares outstanding, after 11,592,084 HACI shares were converted to cash and 7,503,133 shares bought by HACI were retired. Nicholas J. Sutton is CEO, James M. Piccone is President, General Counsel and Secretary, and Theodore Gazulis is CFO. HH-HACI holds about 19.0% and Resolute Holdings, LLC about 22.9% of the common stock. This resolves the pending-deal thread; HACI's liquidation risk did not occur.

asset acquisition disposition

the New York Stock Exchange certified Cimarex Resolute LLC's securities for listing, clearing them to begin trading.

listing compliance notice

Resolute waived part of a closing condition so the deal can close as long as the acquisition consideration is at least $240 million, against the $275 million originally contemplated. If less than $275 million is paid, the Second Lien facility is still fully repaid but less of the First Lien debt is repaid, leaving more debt after closing. HACI also agreed to buy 7,503,133 public shares at $9.76 to $9.78 each from holders who intended to vote against, and signed a deal with Victory Park to buy up to 4.5 million more shares (1.0% fee); these purchases are meant to keep opposition under the 30% conversion threshold.

material agreement

On September 17, 2009, Resolute Aneth, the Seller and lenders signed a Sixth Amendment to the First Lien Credit Facility, effective at closing of the HACI deal. The lenders consent to the acquisition and terms are revised for public-company status. As a condition, Resolute and HACI must guarantee the facility and pledge all their assets, except the money in HACI's trust account.

material agreement

The Letter Agreement of September 9, 2009 (the amendment flagged earlier) is now disclosed: if HACI stockholders approve the deal, neither HACI nor the Seller can terminate it for delay unless it has not closed by October 6, 2009. It also reallocates some forfeited shares, warrants and earnout shares among HH-HACI and four named individuals. The SEC declared the S-4 effective on September 14, 2009, and the HACI meetings were postponed to September 24, 2009 to give holders more time to review the proxy materials.

material agreement

Resolute Energy Corporation filed a registration statement for a deal under which Hicks Acquisition Company I (HACI, a listed shell company) stockholders would get a majority of Resolute's common stock, and Resolute would acquire HACI and the business of Resolute Holdings Sub, LLC, under an agreement dated August 2, 2009. HACI public warrantholders could choose $0.55 cash or a new Resolute warrant per warrant, and Resolute plans to list on the NYSE as REN and RENW. This is the start of the deal; it is not yet approved or effective.

business combination