Past year: ▲ 15%(21.95 – 29.01 USD)
Each one in plain English, with the numbers worked through for a shareholder.
29 Jan 2003merger communication▲ GoodMajor
Dorchester Hugoton unitholders approved the three-way combination by an 81% vote, and Spinnaker and Republic's partners also approved it, clearing the path to close pending final paperwork from Republic's overriding-royalty-interest owners.
28 Jan 2003merger communication● Neutral
Thompson & Knight provided counsel for Energy Trust LLC, investment manager for the Republic ORRI owners, a draft ERISA and tax opinion on January 28, 2003. The draft concluded the combination would not be a prohibited transaction, DMLP assets would not be plan assets, and no UBTI would arise.
24 Jan 2003merger communication● Neutral
Dorchester Hugoton, Republic, Spinnaker and Dorchester Minerals jointly announced Supplement No. 2 to the proxy statement/prospectus and gave unitholders an anticipated closing date for the combination.
24 Jan 2003securities registration● Neutral
Dorchester Minerals filed Supplement No. 2 to its proxy statement/prospectus, describing agreed changes to the combination agreements and partnership agreement. It said the combination was expected to close January 31, 2003, with the adjourned meetings reconvening January 29.
22 Jan 2003merger communication● Neutral
A follow-up draft amendment letter to the Republic overriding-royalty-interest owners, one day after the prior version, still negotiating final terms of the combination documents.
21 Jan 2003merger communication● Neutral
Republic Royalty's general partners circulated a draft amendment letter to Republic's overriding-royalty-interest owners proposing changes to the combination documents as the merger neared closing.
27 Dec 2002merger communication● Neutral
Dorchester Minerals filed an 8-K and press release, issued by Dorchester Hugoton, Republic and Spinnaker, saying the December 30, 2002 special meetings would be adjourned to January 29, 2003. The delay allowed Republic's ORRI owners to finalize consents and partners to consider changes to the governance terms.
27 Dec 2002merger communication● Neutral
Dorchester Hugoton filed an 8-K and press release saying the December 30, 2002 special meetings of its unitholders and of Spinnaker's limited partners would be adjourned to January 29, 2003. The delay gave Republic's ORRI owners time to finalize their consent and gave partners time to consider proposed changes to the terms.
16 Dec 2002securities registration● Neutral
Dorchester Minerals filed Supplement No. 1 to its October 30, 2002 proxy statement/prospectus, dated December 13, 2002. It gave September 30 results for the three combining partnerships, including about $18 million of cash at Dorchester Hugoton, and set out the expected closing and liquidating distribution if the December 30 votes passed.
30 Oct 2002business combination● Neutral
Amendment No. 4 set the endgame for the three-way combination: special meetings for all three partnerships on December 30, 2002, off record dates of October 23 for Dorchester Hugoton and October 29 for Spinnaker, with the proxy statement/prospectus dated for mailing on October 31.
21 Oct 2002business combination● NeutralMajor
Amendment No. 3 is where the swap for the two private partnerships was finally quantified: Republic's limited partners would receive 114,094.56 Dorchester Minerals common units for each 1% of the partnership they held, with Spinnaker's holders on the same footing, the limited partners of each taking units worth 96% of their partnership's enterprise value and the general partners the remaining 4%. Limited partners still have no appraisal rights beyond Dorchester Hugoton's dissenters.
23 Sept 2002business combination● Neutral
Amendment No. 2 brought the accounts up to mid-2002 and filled in detail behind the reserve numbers the exchange ratios depend on: how proved developed reserves were assigned to the Group III royalty properties (from royalty payments actually received, on production that has declined little), a note that Dorchester Hugoton's 2002 pipeline receipts were cut by an explosion on a line it does not own, and a clarification that Vaughn Petroleum's sharing percentage may be attributed to the manager of its general partner.
13 Aug 2002business combination● NeutralMajor
Amendment No. 1 to the S-4 kept the exchange terms unchanged: Dorchester Hugoton holders get one unit per depositary receipt (about 39.73%), Republic about 40.51% and Spinnaker about 19.76%. It added Dorchester Minerals Operating LP as a party to the combination agreement and said the units had been applied for listing on Nasdaq as DMLP.
15 May 2002business combination● NeutralMajor
Dorchester Hugoton, Republic Royalty and Spinnaker Royalty filed to combine into a new partnership, Dorchester Minerals, L.P., which would list on Nasdaq as DMLP; former Hugoton holders would get about 40% of the new units, Republic holders about 40%, and Spinnaker holders about 20%.
