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.
1 Nov 2021director interest notice● Neutral
Thomas B Tyree Jr. became a Extraction Oil & Gas, Inc. Chief Executive Officer and company insider (initial ownership filing).
1 Nov 2021director interest notice● Neutral
Carney Hawks became a Extraction Oil & Gas, Inc. director and company insider (initial ownership filing).
1 Nov 2021director interest notice● Neutral
Eric J Christ became a Extraction Oil & Gas, Inc. VP, Gen Counsel & Corp Sec and company insider (initial ownership filing).
1 Nov 2021director interest notice● Neutral
Michael Wichterich became a Extraction Oil & Gas, Inc. director and company insider (initial ownership filing).
1 Nov 2021director interest notice● Neutral
Tom L Brock became a Extraction Oil & Gas, Inc. VP, Chief Accounting Officer and company insider (initial ownership filing).
29 Oct 2021director interest notice● Neutral
Extraction Oil & Gas, Inc. VP, Gen Counsel & Corp Sec Eric J Christ acquired 84,600 shares and disposed of 85,712 in a set of related equity transactions.
29 Oct 2021director interest notice● Neutral
Extraction Oil & Gas, Inc. VP, Chief Accounting Officer Tom L Brock acquired 76,500 shares and disposed of 115,755 in a set of related equity transactions.
29 Oct 2021director interest notice● Neutral
Extraction Oil & Gas, Inc. Chief Executive Officer Thomas B Tyree Jr. acquired 108,000 shares and disposed of 109,416 in a set of related equity transactions.
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.
9 Aug 2021quarterly activities report● Neutral
Extraction Oil & Gas, Inc. reported quarterly revenue of $223.6 million and net income of $24.5 million for the period ended 2021-06-30.
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.
18 May 2021late filing notice▼ Bad
Extraction Oil & Gas, Inc. notified the SEC that its quarterly report would be filed late.
11 May 2021substantial holder notice● Neutral
Kimmeridge Energy Management Company, LLC reported a Extraction Oil & Gas, Inc. shareholding of 9,799,080 shares (38.12% of votes) in a periodic institutional filing.
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.
30 Apr 2021securities registration● Neutral
Extraction Oil & Gas, Inc. registered a securities offering with the SEC using its shelf eligibility.
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.
1 Feb 2021substantial holder notice● Neutral
Brigade Capital Management, LP, Brigade Capital Management GP, LLC, Donald E. Morgan, III disclosed a new substantial Extraction Oil & Gas, Inc. shareholding (6.91% of votes).
28 Jan 2021director interest notice● Neutral
Kimmeridge Energy Management Company, LLC became a Extraction Oil & Gas, Inc. 10%+ owner and company insider (initial ownership filing).
28 Jan 2021substantial holder notice● Neutral
Kimmeridge Energy Management Company, LLC disclosed a new substantial Extraction Oil & Gas, Inc. shareholding (39.31% of votes).
22 Jan 2021director interest notice● Neutral
Extraction Oil & Gas, Inc. director Morris R Clark received a stock option grant for 16,800 shares.
22 Jan 2021director interest notice● Neutral
Morris R Clark became a Extraction Oil & Gas, Inc. director and company insider (initial ownership filing).