Each one in plain English, with the numbers worked through for a shareholder.
15 June 2017substantial holder notice● Neutral
ICS Opportunities, Ltd, Millennium International Management LP, Millennium International Management GP LLC, Millennium Management LLC, Israel A. Englander disclosed a new substantial Cimarex Resolute LLC shareholding (5.50% of votes).
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.
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.
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).
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.
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.
SPO Partners II, L.P, SPO Advisory Partners, L.P, San Francisco Partners, L.P, SF Advisory Partners, L.P, SPO Advisory Corp, John H. Scully, Phoebe Snow Foundation, Inc, Eli J. Weinberg, The John H. Scully Living Trust, dated reported a Cimarex Resolute LLC shareholding of 0.10% of votes in a periodic institutional filing.
ANCHORAGE CAPITAL GROUP, L.L.C, ANCHORAGE ADVISORS MANAGEMENT, L.L.C, KEVIN M. ULRICH disclosed a new substantial Cimarex Resolute LLC shareholding (5.40% of votes).
Wellington Management Group LLP, Wellington Group Holdings LLP, Wellington Investment Advisors Holdings LLP, Wellington Management Company LLP reported a Cimarex Resolute LLC shareholding of 2,852,836 shares (13.36% of votes) in a periodic institutional filing.