28 Apr 2017listing compliance notice▲ GoodMajor
the New York Stock Exchange certified CIVITAS RESOURCES, INC.'s securities for listing, clearing them to begin trading.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
19 Apr 2017auditor change● Neutral
On April 13, 2017 management dismissed auditor Hein & Associates and appointed Grant Thornton, which the confirmation order lets management do without board or audit committee action. Hein's reports for 2016 and 2015 were clean apart from a going-concern paragraph in the 2016 report, and the filing reports no disagreements with Hein.
7 Apr 2017bankruptcy or receivership▼ BadMajor
On April 7, 2017 the bankruptcy court confirmed the company's Chapter 11 plan, resolving the confirmation thread. Existing common shares (49,669,026 outstanding) will be cancelled on the Effective Date; holders who did not opt out of releases share 4.5% of the new stock plus 3-year warrants for up to 7.5% at a $1.45 billion equity value. The ad hoc equity committee settled its objections: its members will invest $7.5 million and receive 1.75% of new stock plus their share of the holder consideration and up to $3 million of fees. The revolver lenders get cash payment in full plus a share of an Exit RBL of about $191.6 million (KeyBank agent, matures March 31, 2021). The plan is not yet effective: it still needs the rights offering, the new NGL Crude Logistics oil purchase agreement and other approvals. The new board will have seven members, including CEO Richard Carty.
16 Mar 2017material agreement▲ GoodMajor
On March 16, 2017 the bankruptcy court approved the company's February 16, 2017 restructuring support agreement with its revolver lenders, who agree to back the noteholder-supported plan and use commercially reasonable efforts to enter an amended and restated revolving credit facility when the plan takes effect. This adds the bank lenders to the plan's supporters; the filing does not say the plan is confirmed or give the facility's size.
3 Feb 2017material agreement● NeutralMajor
On February 1, 2017 the company entered a stipulation with the noteholder ad hoc group and Silo Energy, LLC to settle certain Silo claims in the bankruptcy. It also disclosed that an ad hoc committee of shareholders, which says it holds 34% of the stock, proposed an alternative deal (notes 80%/equity 20%, a $300 million rights offering with $100 million for equity holders), which 'did not result in an acceptable transaction' and drew no counteroffer.
4 Jan 2017bankruptcy or receivership▼ BadMajor
On January 4, 2017 the company and certain subsidiaries (including Rocky Mountain Infrastructure, LLC) filed Chapter 11 in Delaware to pursue the prepackaged plan from the December RSA, and keep operating as debtors in possession. The filing accelerated about $191.7 million under the revolver, $531.9 million of 2021 notes and $335.2 million of 2023 notes, though enforcement is stayed; the company expects to emerge before the end of Q1 2017 and warns trading in its securities is highly speculative.
23 Dec 2016material agreement▼ BadMajor
On December 23, 2016 the company signed a restructuring support agreement with holders of about 51% of its 5.75% 2023 and 6.75% 2021 senior notes, and with NGL, for a prepackaged Chapter 11 filing on or before January 5, 2017. The plan converts about $800 million of senior notes into equity and adds a $200 million backstopped rights offering; existing shares are cancelled, though holders who grant releases would share 4.5% of the new shares plus warrants. This follows the deferred interest, shrinking borrowing base and NYSE notices seen earlier in 2016.
2 Dec 2016listing compliance notice▼ BadMajor
The company elected to repay the $50 million borrowing base shortfall in six monthly installments and paid the first on November 30, 2016. On November 28 the NYSE again notified it that its 30-day average share price ($0.99) was below $1.00, with six months to cure; the filing says an August notice of the same kind was cured on September 30, 2016.
4 Nov 2016debt financing▼ BadMajor
On October 31, 2016 the lenders cut the borrowing base from $200 million to $150 million, with about $214.7 million borrowed. After the last monthly installment of about $14.6 million on the May shortfall, the company will have a new shortfall of about $50 million, which it must address by repaying, pledging more properties, or paying in installments.
29 Aug 2016listing compliance notice▼ BadMajor
On August 24, 2016 the NYSE notified the company that its 30-day average share price of $0.98 was below the $1.00 minimum, giving it six months to cure while the stock keeps trading. The company also said it deferred its August 1 interest payment on the $300 million 5.75% notes due 2023, then paid the roughly $8.6 million in full on August 29 within the 30-day grace period, so it remains in compliance with the indenture.
23 May 2016debt financing▼ BadMajor
On May 20, 2016 the lenders cut the borrowing base from $475 million to $200 million, while the company had $288 million drawn, leaving an $88 million shortfall. The company has to fix it by repaying, pledging more properties, or paying in six monthly installments. It says it is currently in compliance with its covenants.
10 Mar 2016debt financing▼ BadMajor
On March 7, 2016 the company borrowed $209 million on its revolver, bringing borrowings and letters of credit to $300 million (including $12 million of letters of credit). Cash was $235 million as of March 9, 2016 versus $21 million at year-end 2015. The CEO called the draw a risk management decision; the company also restructured its oil hedges and said it is working on selling its Mid-Continent assets and Rocky Mountain Infrastructure.
29 Feb 2016material agreement termination▼ BadMajor
On February 29, 2016 the sale of Rocky Mountain Infrastructure to Meritage was cancelled by mutual agreement, and Meritage owes the company $6 million within three business days. The company says it plans to re-market the assets. This ends the November 2015 sale. The filing also announced 2015 results, but the text gives no figures.
10 Nov 2015material agreement▲ GoodMajor
On November 5, 2015 the company's subsidiary agreed to sell its midstream subsidiary Rocky Mountain Infrastructure, LLC to Meritage Midstream Services IV, LLC for up to $255 million: $175 million at closing and up to $80 million more over about two years, tied to drilling and completion of a set number of wells. Closing was expected by December 31, 2015 and no later than January 31, 2016, and either party could walk away by paying a $6 million fee.
20 Oct 2015debt financing▼ Bad
On October 19, 2015 lenders cut the borrowing base from $550 million to $475 million, and the company set its commitment at $475 million, down 5% from $500 million. As of September 30, 2015 it had $69 million drawn and about $25 million of cash.
15 May 2015debt financing▼ Bad
On May 13, 2015 the company and KeyBank amended its revolving credit agreement (Amendment No. 11), cutting the borrowing base from $600 million to $550 million and setting a maximum senior debt to EBITDAX ratio and a minimum interest coverage ratio of 2.50 to 1.00 each. The company chose to limit bank commitments to $500 million, with the option to access the full $550 million before the next redetermination; this continues the borrowing base changes from Amendment 10.
6 Feb 2015material agreement● NeutralMajor
The company sold 8,050,000 new shares in a public offering (7,000,000 plus the underwriters' full 1,050,000 over-allotment option) at $25.21 per share to the underwriters, closing February 6, 2015, for net proceeds of about $202.6 million. The money is to repay all borrowings under the revolving credit facility, with the rest for general corporate purposes. This dilutes existing shareholders; the price is well below the $45.42 per share used in the July 2014 acquisition (a comparison from the filings' figures).
3 Oct 2014debt financing▲ Good
The company amended its KeyBank credit agreement again, raising the borrowing base to $600 million from $450 million (which had been cut from $525 million after the July 2014 senior notes). It limited bank commitments to $500 million, with the option to access the full $600 million before the next redetermination. This continues the credit facility changes from May.
18 July 2014debt financing● NeutralMajor
The company sold $300 million of 5.75% senior unsecured notes due 2023, closing July 18, 2014, with net proceeds of about $293.7 million; interest is paid semiannually starting February 1, 2015. The earlier press release said part of the proceeds would repay all borrowings under the revolving credit facility, with the rest for general corporate purposes. This adds long-term debt ahead of shareholders.
11 July 2014asset acquisition disposition● NeutralMajor
The DJ Resources acquisition announced in May closed on July 8, 2014, for $174.2 million in cash and 853,492 new shares priced at $45.42 each (fewer shares than the up to 1,100,837 first announced). The company must file a resale registration for the seller's shares by August 7, 2014.
23 May 2014material agreement▲ GoodMajor
Bonanza Creek agreed to buy Weld County, Colorado oil and gas assets from DJ Resources, LLC for up to $225.5 million: $175.5 million cash and up to 1,100,837 new shares. The deal, with an $11.275 million escrow deposit, was expected to close early in the third quarter of 2014; the company also announced White Cliffs pipeline space and a borrowing base increase to $525 million.
20 May 2014debt financing▲ Good
The company (filing under its earlier name, Bonanza Creek Energy) amended its bank credit agreement with KeyBank: total potential borrowing rises from $600 million to $1 billion and the borrowing base from $450 million to $525 million, with the interest rate on future borrowings cut by 0.25%. It chose to limit bank commitments to $400 million for now, with the option to access the full $525 million before the next redetermination.