12 Nov 2021listing compliance notice▼ BadMajor
Extraction Oil & Gas, Inc. terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
2 Nov 2021business combination● NeutralMajor
On Nov 1, 2021 the BCEI merger and the Crestone Peak acquisition both closed, and BCEI was renamed Civitas Resources (NYSE: CIVI). Extraction is now a wholly owned subsidiary of Civitas and its stock stopped trading on Nasdaq before the open on Nov 2, 2021. Each Extraction share was converted into 1.1711 Civitas shares plus about 0.017225678 extra shares per share for BCEI dividends, with cash for fractions. Extraction's Tranche A and B warrants were cancelled and replaced by Civitas warrants (expiring Jan 20, 2025 and Jan 20, 2026). Converted Extraction restricted stock units became Civitas units. After closing, ownership is about 37% BCEI, 37% Extraction and 26% Crestone Peak holders. This resolves the pending merger threads.
2 Nov 2021listing compliance notice▼ Bad
Extraction Oil & Gas, Inc. withdrew a registration statement, abandoning the offering it covered.
1 Nov 2021listing compliance notice● NeutralMajor
Extraction Oil & Gas, Inc.'s exchange filed to remove a class of its securities from listing.
22 Oct 2021business combination● Neutral
The company disclosed that two demand letters and four lawsuits from purported shareholders allege the merger proxy statement was incomplete. The company calls them without merit and denies wrongdoing. It added extra disclosures to the proxy anyway to avoid delay, and says the Oct 29, 2021 special meetings are unchanged. The filing says the S-4 became effective Sept 28 and proxy mailing began Sept 30. The suits seek to block the mergers, and the filing says the outcome cannot be predicted. It also adds board and advisor details: four directors each from Extraction and BCEI, with Ben Dell as chairman.
28 Sept 2021business combination● NeutralMajor
The company filed its definitive joint proxy statement with Bonanza Creek (BCEI) asking shareholders to approve the May 9, 2021 merger (1.1711 BCEI shares per Extraction share) alongside BCEI's concurrent Crestone Peak acquisition. Extraction holders vote on the merger and on an advisory pay proposal at a special meeting. Kimmeridge, holding about 37.9% of Extraction shares, has agreed to vote in favour. The BCEI meeting is set for Oct 29, 2021. If the Crestone Peak deal is not approved, the Extraction merger can still go ahead, with a 50%/50% split. Post-deal ownership would be about 37% BCEI, 37% Extraction and 26% Crestone Peak. This is the step after the S-4 filing noted earlier.
24 Sept 2021debt financing● Neutral
On September 21, 2021 the company signed a fourth amendment to its January 20, 2021 Credit Agreement (Wells Fargo as agent), further extending the deadline for certain minimum hedging requirements because of the pending BCEI merger. The filing states no new amounts or deadline date; it continues the series of hedging-deadline extensions.
8 June 2021business combination▼ BadMajor
The company disclosed the Crestone Peak merger agreement (dated June 6, 2021) under which BCEI would issue 22,500,000 shares for Crestone Peak, conditional on the BCEI-XOG merger closing. After both deals, XOG holders would own 37%, BCEI holders 37% and Crestone Peak holders about 26% of the combined company, so XOG holders' share falls from the roughly 50% in the original deal. The board would have nine members (four BCEI, four XOG designees, one CPP Investments designee), with an outside date of Dec 6, 2021 and a $37.5M termination fee (reduced to $15M in some cases) payable by BCEI in specified cases.
7 June 2021business combination● NeutralMajor
The company announced that BCEI has agreed to also acquire Crestone Peak (a Delaware company owned by CPP Investments' Canadian subsidiary, per the companion filing), with XOG a party to the agreement for limited purposes. The Crestone Peak deal closes only if the BCEI-XOG merger of May 9, 2021 closes. This filing is a disclosure notice; the terms, including the ownership split, appear in the companion filing and are not in the visible text here.
1 June 2021debt financing● Neutral
On May 28, 2021 the company signed a third amendment to its January 20, 2021 Credit Agreement (Wells Fargo as agent), pushing back the deadline for certain minimum hedging requirements because of the pending merger with Bonanza Creek Energy (BCEI). The filing gives no new amounts; it continues the earlier hedging-deadline extension (previously May 15, 2021), and the new deadline date is not stated in the text.
10 May 2021business combination▲ GoodMajor
On May 9, 2021 the company agreed to a merger of equals with Bonanza Creek Energy (BCEI), with each Extraction share converting into 1.1711 BCEI shares; Extraction and BCEI holders would each own about 50% of the combined company. The combined company would be renamed Civitas Resources, Inc. and trade on the NYSE as CIVI, with Extraction's Nasdaq trading ceasing at closing. Closing needs both companies' shareholder approvals, antitrust clearance, an effective S-4 registration, NYSE listing and a tax opinion, and either side can terminate if it has not closed by Nov 9, 2021. A $37.5 million termination fee applies in specified cases. BCEI's Eric Greager would be CEO and Ben Dell chairman of an eight-member board. The deal is pending; this follows the Dec 2020 plan confirmation.
7 May 2021debt financing● Neutral
On May 6, 2021 the company signed a second amendment to its January 20, 2021 Credit Agreement that reaffirms the borrowing base at $500,000,000 and adds requirements for officer or board certification of asset sale consideration. No change in the borrowing base is reported.
26 Mar 2021debt financing● Neutral
On March 24, 2021 the company amended its Credit Agreement dated January 20, 2021 (Wells Fargo as agent), extending to May 15, 2021 the deadline to meet certain minimum post-closing and rolling hedging requirements. This is the company's post-bankruptcy credit facility; the filing does not state its size. It is a routine timing relief rather than a change in amount.
20 Jan 2021listing compliance notice▲ GoodMajor
the exchange certified Extraction Oil & Gas, Inc.'s securities for listing, clearing them to begin trading.
30 Dec 2020bankruptcy or receivership▼ BadMajor
On December 23, 2020 the bankruptcy court confirmed the Sixth Amended Plan of Reorganization. Existing common stock will be cancelled on the effective date; common holders get a pro rata share of 1.5% of new common shares, the right to buy 1.5% of new shares in the backstopped rights offering, and 50% of each tranche of new warrants (the warrants cover an aggregate 15.0% of new common shares). Preferred holders receive a parallel package. Senior noteholders and general unsecured creditors share 97% of the new shares. Revolver lenders either join a new exit revolver ($1,000.0M commitments, $500.0M initial borrowing base) or take term loans. Up to $250.0M comes from the equity rights offering, with $200.0M backstopped. The plan is not yet effective; the company gives no assurance of timing, or that it will become effective. The filing noted 136,371,578 common shares outstanding as of Nov 6, 2020.
5 Nov 2020debt financing● Neutral
On November 2, 2020 the company and its DIP lenders signed a second amendment to the DIP loan that extends certain milestones and moves the scheduled maturity date to January 31, 2021. It can be extended further, at the company's request and with Majority Lender consent, to no later than March 14, 2021. The bankruptcy therefore continues past the original December 14, 2020 maturity.
24 July 2020debt financing● Neutral
The company disclosed the terms of its bankruptcy loan: a Superpriority Senior Secured DIP Credit Agreement signed June 16, 2020 with Wells Fargo as agent, giving up to $50.0 million for general corporate needs during Chapter 11. It matures on the earliest of several events, including Dec 14, 2020 (extendable to March 14, 2021 with lender approval) or the effective date of a plan. A July 20, 2020 amendment extended certain milestones and adjusted budget and drawing provisions. This fills in the DIP facility whose terms were truncated earlier.
1 July 2020listing compliance notice● NeutralMajor
Extraction Oil & Gas, Inc.'s exchange filed to remove a class of its securities from listing.
17 June 2020listing compliance notice▼ BadMajor
Because of the Chapter 11 filing, Nasdaq notified the company on June 16, 2020 that its stock will be delisted at the open on June 25, 2020. The company chose not to appeal, and shares are expected to trade on the OTC Pink market as 'XOGQ' from that day. The bankruptcy court also set notice procedures for certain trades of, and worthlessness tax declarations on, the company's common and preferred shares. This resolves the earlier minimum-bid notice in the sense that it replaces it with a delisting.
15 June 2020bankruptcy or receivership▼ BadMajor
On June 14, 2020 Extraction and certain subsidiaries filed for Chapter 11 in Delaware and signed a Restructuring Support Agreement with significant holders of its 2024 and 2026 senior notes. The plan would either be a sale/merger with a third party or a stand-alone restructuring. Under the stand-alone terms, the senior notes and general unsecured claims get 97% of the new equity, while existing common and preferred holders get 1.5% of new equity plus 50% each of two new warrant tranches (10% and 5% of new stock). Existing shares would be cancelled. Credit facility lenders would be reinstated or paid in full. The plan is targeted for confirmation within 123 days. The plan is not yet confirmed. This is the outcome of the debt and listing pressures seen earlier in 2020.
2 Apr 2020listing compliance notice▼ BadMajor
Nasdaq told the company on March 30, 2020 that its stock had closed below $1.00 for 30 straight business days. There is no immediate effect on trading; the company has until September 28, 2020 to get the price back to $1.00 or above for ten consecutive business days, with a possible further 180 days if it moves to the Nasdaq Capital Market.
23 Dec 2019financial restatement▼ BadMajor
On December 17, 2019 the company concluded its financial statements for the quarter and nine months ended September 30, 2019 can no longer be relied on. It had wrongly identified the end date of a revenue contract with an automatic renewal clause; the correct earlier date lowers revenue and net income. It also found a material weakness in internal controls and will restate the filing. No restated figures are given.
7 Nov 2019debt financing▼ BadMajor
On November 4, 2019 the borrowing base was cut from $1.1 billion to $950 million, and lender commitments were reduced from $1.0 billion to $950 million. This reverses the commitment increases made in June and August 2019. The filing gives no reason.
30 Aug 2019debt financing● Neutral
Amendment No. 8 (Aug 28, 2019) increased lender commitments under the credit facility from $900 million to $1 billion. No other changes are described.
1 July 2019debt financing● Neutral
Amendment No. 7 (June 27, 2019) raised lender commitments from $650 million to $900 million, while cutting the borrowing base from $1.2 billion to $1.1 billion. It also doubled the permitted letters of credit from $50 million to $100 million, raised the oil marketer's letter of credit sublimit from $35 million to $40 million, and lifted the permitted investments limit from $15 million to $20 million.
8 Apr 2019listing compliance notice▼ Bad
Extraction Oil & Gas, Inc. withdrew a registration statement, abandoning the offering it covered.
14 Jan 2019debt financing● Neutral
Amendment No. 6 (Jan 8, 2019) lets the company prepay and redeem its unsecured bonds, subject to conditions and financial thresholds. The filing does not say whether any redemption is planned.
26 Dec 2018debt financing▲ GoodMajor
On December 20, 2018 the borrowing base on the credit facility was raised to $1.2 billion, up from $800 million set in May 2018. Lender commitments stayed at $650 million, so the larger base does not itself add borrowing capacity beyond that. This is the redetermination that Amendment No. 5 had postponed to December 15 (inference: the timing matches).
9 Oct 2018debt financing● Neutral
Under Amendment No. 5 (Oct 2, 2018), lenders agreed to push the November 1, 2018 borrowing base review back to December 15, 2018, and the credit agreement now permits the company to make payments on its own equity, subject to conditions and financial thresholds. This delays one of the twice-yearly reviews noted in earlier filings; the filing does not say why.
9 July 2018material agreement▲ GoodMajor
Elevation Midstream, the subsidiary set up as an unrestricted subsidiary in February, sold 150,000 preferred units to GSO EM Holdings LP for a $150.0 million liquidation preference, with an 8% dividend (cash or in kind until June 30, 2020, then cash only). Elevation can require GSO to buy up to $350.0 million more over 28 months, paying a 1.0% annual fee on the undrawn amount. This raises money at the midstream subsidiary rather than through Extraction's common stock.