18 May 2016listing compliance notice▲ GoodMajor
the New York Stock Exchange certified Cimarex Resolute LLC's securities for listing, clearing them to begin trading.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
8 Mar 2016asset acquisition disposition● Neutral
This amendment only adds the unaudited pro forma financial statements promised in the December 2015 Gardendale closing report; it announces no new transaction. They show the Gardendale sale plus the Hilight Field (Oct 6, 2015, about $54M net, MCL 1 Oil and Gas Wyoming) and Howard/Martin County (May 1, 2015, about $40M net, QStar LLC) sales as if completed. On that basis, September 30, 2015 total debt falls as the revolver is repaid and $70M of the second lien loan is retired; Gardendale net proceeds were about $175M. The Howard/Martin and Hilight sale closings, previously open, are confirmed here. The pro forma figures still show a stockholders' deficit of $114.5M.
29 Dec 2015asset acquisition disposition▲ GoodMajor
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.
14 Dec 2015material agreement▲ Good
On December 11, 2015 the company, Western Refining Southwest and Navajo Nation Oil and Gas Company amended the July 2014 crude oil purchase agreement, cutting the discount to NYMEX from $8.00 to $7.50 per barrel effective December 8, 2015. A smaller discount means a somewhat better price on Aneth crude sold to Western; this continues the earlier discount reductions ($9.50, then $8.00).
4 Dec 2015listing compliance notice▼ BadMajor
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.
23 Nov 2015material agreement● NeutralMajor
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.
16 Sept 2015material agreement● NeutralMajor
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.
28 July 2015listing compliance notice▼ Bad
On July 23, 2015 the NYSE again notified the company that its 30-day average share price ($0.99 as of July 20) was below the $1.00 minimum, giving it until about January 23, 2016 to cure. Shareholders had already approved on June 8, 2015 a reverse split at one of seven ratios (1-for-2 to 1-for-30) to be used by December 31, 2015, and the board says it will use it if needed to stay listed. This continues the listing problem first flagged in February 2015; the filing says it does not cause a default under debt agreements.
19 May 2015debt financing● NeutralMajor
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.
17 Apr 2015material agreement▼ BadMajor
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.
9 Feb 2015listing compliance notice▼ BadMajor
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.
31 Dec 2014debt financing● NeutralMajor
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.
26 Sept 2014listing compliance notice● NeutralMajor
Cimarex Resolute LLC's exchange filed to remove a class of its securities from listing.
11 July 2014material agreement● Neutral
On July 7, 2014 a subsidiary, Western Refining Southwest and Navajo Nation Oil and Gas Company signed a new crude oil purchase agreement for Greater Aneth Field oil, replacing the August 2011 agreement. It covers up to 8,000 barrels per day plus up to 3,000 additional, at a $9.50 per barrel discount to NYMEX, effective until December 31, 2014; talks on a two-year agreement from January 1, 2015 are under way. This resolves the earlier open thread on the Western contract's month-to-month status.
19 Mar 2014material agreement● Neutral
On March 14, 2014 the company signed a Tenth Amendment to its bank credit agreement; the semi-annual review raised the borrowing base to $425 million ($400 million conforming plus a $25 million non-conforming tranche that expires no later than the next redetermination). It also requires the company to hedge at least 5,100 barrels of oil per day for 2015 at a weighted average floor of at least $84.17 per barrel by March 31, 2014. This continues the amendment series (the Ninth Amendment, March 7, 2014, was filed earlier in the 10-K).
19 Dec 2013material agreement● Neutral
On December 13, 2013 the company signed an Eighth Amendment to its bank credit agreement with Wells Fargo as agent. The semi-annual borrowing base review left the borrowing base at $415 million, and the maximum leverage ratio for the quarter ending March 31, 2014 was set at 4.50:1.00. This continues the series of covenant amendments; the filing does not give a reason.
11 Dec 2013drilling progress report▲ Good
On December 10, 2013 the company released an operational update saying October and November field production averaged more than 12,500 Boe per day, with Aneth CO2 injection restored after the reduction that lowered third-quarter output. Its first two Permian Midland Basin horizontal wells averaged 823 Boe/d on 24-hour tests and 549 Boe/d over thirty days, and a Powder River Basin horizontal well peaked at 1,134 Boe/d (up from a preliminary 607) and averaged 679 Boe/d over thirty days. A first Delaware Basin horizontal well in Reeves County, Texas has been drilled to depth and is to be fraced early next year.
9 May 2013material agreement● NeutralMajor
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.
15 Apr 2013material agreement● Neutral
On April 15, 2013 the company signed a Seventh Amendment to its bank credit agreement that changes the maximum leverage ratio, including a higher 4.85:1.00 limit for the quarter ending March 31, 2013. Other quarters stay at 4.50:1.00 through December 2013, 4.25:1.00 for March 2014 and 4.00:1.00 from June 2014. This continues the series of covenant amendments tied to the Permian acquisitions. The filing does not state why the amendment was made.
10 Apr 2013financial restatement▼ BadMajor
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.
25 Mar 2013asset acquisition disposition● NeutralMajor
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.
22 Jan 2013business combination● Neutral
The company filed Amendment No. 2 to its registration for swapping its 8.50% Senior Notes due 2020 for identical SEC-registered notes. It now covers up to $400 million, adding the $150 million issued December 10, 2012 to the $250 million issued April 2012. This continues the exchange offer first filed in September 2012, and the expiration date is still blank. No new money is raised, and the new notes differ only by having no transfer restrictions or additional-interest provisions.
31 Dec 2012asset acquisition disposition● NeutralMajor
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.
26 Dec 2012asset acquisition disposition▲ GoodMajor
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.
11 Dec 2012debt financing● NeutralMajor
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.
5 Dec 2012material agreement▲ GoodMajor
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.
22 Oct 2012business combination● Neutral
The company filed Amendment No. 1 to its registration for swapping the $250 million of 8.50% Senior Notes due 2020 (issued April 2012) for identical SEC-registered notes. This continues the exchange offer first filed in September 2012; the new notes have the same terms except no transfer restrictions, registration rights or additional-interest provisions. The expiration date is left blank, and no new money is raised in the text shown.
6 Sept 2012business combination● Neutral
The company filed a registration to offer swapping the $250 million of 8.50% Senior Notes due 2020 issued in April 2012 for identical notes registered with the SEC. This follows the registration rights it agreed to when it sold the notes. Terms are the same apart from the removal of transfer restrictions, and the filing as shown does not describe any new money being raised.
26 Apr 2012debt financing● NeutralMajor
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.
16 Apr 2012material agreement▲ GoodMajor
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.