22 Jan 2019listing compliance notice▼ BadMajor
Gastar Exploration 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.
28 Dec 2018bankruptcy or receivership▼ BadMajor
On December 20, 2018 the bankruptcy court confirmed Gastar's amended prepackaged Chapter 11 plan; the plan takes effect once its conditions are met, and the filing says this is not yet certain. Existing common holders other than Ares share $150,000 in cash and their shares are cancelled, leaving Ares and its affiliates as sole stockholder; preferred holders share $150,000 and are cancelled. One preferred holder may elect by January 4, 2019 to take warrants for less than 1% of the new common equity instead. The term loan and convertible note claims convert into the new common equity and a second lien exit facility, and the hedge claims are paid in full in cash. The market check opened in November is not mentioned as producing a different outcome.
18 Dec 2018bankruptcy or receivership▼ BadMajor
On December 12, 2018 Gastar filed a modified plan that replaces the earlier warrant recovery for existing shareholders with cash: preferred holders share $150,000 and common holders (excluding Ares) share $150,000, and those shares are cancelled. This is worse for shareholders than the earlier plan terms, which offered warrants for 2.5% of the new equity to common holders and 2.5% to preferred holders. Gastar warns that trading prices may bear little relation to actual recovery.
16 Nov 2018material agreement● NeutralMajor
On November 16, 2018 Gastar and the Ares-affiliated parties amended the October 26 restructuring support agreement so the company can run a market check and look for buyers of the whole company or substantially all its assets. Gastar sent bidders a process letter asking for all-cash proposals, with a bid deadline of December 17, 2018, and the court set the plan confirmation hearing for December 20, 2018 (objections due December 17). This opens a possible alternative to the Ares-led plan; the filing says the company will seek confirmation of the plan unless it receives a bid it deems higher or better.
7 Nov 2018security holder rights change● Neutral
The bankruptcy court issued an interim order on November 1, 2018 setting notice and hearing rules for large holders of Gastar's common and preferred stock who want to transfer shares or declare them worthless for tax purposes. Transfers or worthlessness declarations that break the rules are void, and a final hearing is set for November 28, 2018. This is a procedural step in the Chapter 11 case begun October 31 and does not change the plan terms for shareholders.
1 Nov 2018bankruptcy or receivership▼ BadMajor
On October 31, 2018, Gastar and a subsidiary filed a prepackaged Chapter 11 case in the Southern District of Texas under a Restructuring Support Agreement signed October 26 with Ares affiliates. This resolves the strategic-alternatives search and the delisting and default risk of the preceding months. All voting classes accepted the plan, including 100% of term lenders and second-lien noteholders. Under the plan the term loan and convertible notes are swapped for a $200M second lien exit facility and 100% of the new common equity, and the company receives $100M of new money. Existing common holders get only warrants for 2.5% of the new equity, and Series A and B preferred holders share warrants for another 2.5%, both conditional on not opposing the plan. Existing common equity is cancelled, and Gastar itself warns equity holders could see a significant or complete loss.
17 Sept 2018material agreement● Neutral
Gastar signed standard indemnification agreements with new directors William L. Transier (September 12, 2018) and Marc Beilinson (September 14, 2018) after their election to the board. The filing gives no other details of the board change; it is a routine protective agreement for the directors with no direct financial effect on shareholders.
14 Sept 2018listing compliance notice● NeutralMajor
Gastar Exploration Inc.'s exchange filed to remove a class of its securities from listing.
14 Sept 2018listing compliance notice● NeutralMajor
Gastar Exploration Inc.'s exchange filed to remove a class of its securities from listing.
14 Sept 2018listing compliance notice● NeutralMajor
Gastar Exploration Inc.'s exchange filed to remove a class of its securities from listing.
6 Sept 2018listing compliance notice▼ BadMajor
On September 6, 2018, NYSE American suspended trading in Gastar's common stock and both preferred series because of the abnormally low price, as the August warning had flagged. The securities are expected to be quoted on the OTCQB from about September 7, and the exchange intends to start delisting. The company is reviewing whether to appeal while its search for third-party proposals continues. A delisting would let convertible noteholders demand repurchase at 101%, which could set off defaults and acceleration of the Ares term loan.
30 Aug 2018listing compliance notice▼ BadMajor
On August 28, 2018, NYSE American told Gastar its common stock had sold at a low price for a substantial period. Continued listing depends on a reverse stock split or sustained price improvement by February 28, 2019, and the stock is below compliance, with a '.BC' designation. The company says it is weighing strategic transactions, including financing, refinancing, sale or merger. Trading would be suspended if the price fell to $0.06 or below, and a delisting would let convertible noteholders demand repurchase at 101%, which could trigger default and let the Ares term loan lenders accelerate that loan.
6 July 2018material agreement▼ BadMajor
On June 29, 2018, Gastar signed Amendment No. 4 and a Limited Waiver to the Ares-held term loan, and a Second Supplemental Indenture for the 2022 convertible notes, both with Wilmington Trust. Both waive certain 'inadvertent defaults' (the filing does not say what they were) and bar cash dividends on capital stock, except the June 2018 dividends on the Series A and Series B preferred. This ends the earlier expectation that covenants would not restrict preferred dividends, so preferred holders should not count on payments after June 2018 (inference).
5 Mar 2018asset acquisition disposition● NeutralMajor
Gastar completed the West Edmond Hunton Lime Unit sale to Revolution Resources on February 28, 2018, receiving about $98.8 million net cash after about $8.7 million of adjustments (against the $107.5 million price), subject to further closing adjustments. This resolves the January sale agreement; the company says it will redirect the funds to drilling operated Osage and Meramec wells in its STACK position. The filing includes pro forma statements but does not say how the proceeds will be applied to the Ares term loan.
29 Jan 2018material agreement● NeutralMajor
On January 23, 2018 Gastar agreed to sell its West Edmond Hunton Lime Unit and adjacent undeveloped acreage to Revolution Resources, LLC for $107.5 million cash, with a 10% deposit received Jan 25 and closing expected around Feb 28, 2018. The unit produced about 2,836 Boe/d net in Q3 2017, 46% of the company's total that quarter, so this is a large part of production; management says the proceeds should fund its STACK drilling plan (about 20 operated wells) through 2018. Closing is subject to conditions, including caps of 20% of the price on defects.
19 Sept 2017material agreement● Neutral
On September 18, 2017 Gastar and Ares's fund amended the term loan (Amendment No. 3) to state that transfers of oil and gas properties to Red Bluff under the October 2016 purchase agreement are permitted and are not subject to the loan's mandatory prepayment rules for asset sales. This is a housekeeping fix tied to the earlier South STACK sale to Red Bluff; the filing gives no new amounts and does not say whether any remaining transfers are outstanding.
10 May 2017listing compliance notice▼ BadMajor
Gastar Exploration Inc. terminated the registration of a class of securities, ending its reporting obligation for them.
12 Apr 2017listing compliance notice● NeutralMajor
Gastar Exploration Inc.'s exchange filed to remove a class of its securities from listing.
22 Mar 2017capital raising announcement● NeutralMajor
On March 22, 2017 Gastar bought extra interests in about 66 gross (9.5 net) producing wells and 5,670 net acres of STACK leasehold in Kingfisher County, Oklahoma for about $51.4 million cash from several sellers. It was funded by selling Ares another $75 million of the 6.0% Convertible Notes on March 21. If stockholders approve by July 3, 2017, $37.5 million of these notes becomes convertible and the other $37.5 million must be exchanged for 25,456,521 new shares plus 2,000 special voting preferred shares, which would dilute existing holders further; without approval the notes are not convertible and the interest rate steps up to 15%. This adds to the Ares financing thread and the open stockholder vote.
7 Mar 2017capital raising announcement● NeutralMajor
Gastar closed the Ares refinancing on March 3, 2017: it sold Ares-affiliated funds $125 million of 6.0% Convertible Notes due 2022 and 29,408,305 new shares for $50 million (about 18.8% of the 156.7 million shares outstanding at Jan 31, 2017), and took a $250 million 8.5% first-lien term loan due March 3, 2022. The money fully repaid the $69.2 million revolver and discharged the $325 million 8.625% notes due 2018, which will be redeemed at 102.156% on March 24, 2017. This completes the pending financing; note conversion still needs stockholder approval by July 3, 2017, and the filing says the preferred dividends are not expected to be restricted through July 2018 but are not assured.
17 Feb 2017capital raising announcement● NeutralMajor
Gastar agreed to a financing with Ares Management affiliates: $125 million of 6.0% Convertible Notes due 2022, 29,408,305 new common shares for $50 million (about 18.8% of the 156.7 million shares outstanding at Jan 31, 2017), and a separate $250 million 8.5% first-lien term loan. Proceeds are to repay the $70.4 million revolver and the $325 million 2018 senior secured notes. Existing shareholders are diluted, and the notes' conversion (at $2.2103 per share) depends on stockholder approval within four months of closing. Ares gets board nomination rights (two seats while it holds at least 15%). The filing also sets a 2017 capital budget of about $84.0 million and says year-end 2016 cash was about $71.5 million with $84.6 million drawn on the revolver. This settles the open thread on the 2018 notes' fate, but closing is still pending.
11 Jan 2017material agreement▲ GoodMajor
Under Amendment No. 10 to its credit agreement, Gastar may resume paying preferred dividends (permitted through May 2017 if conditions are met, with dividends funded only from equity sale proceeds since Nov 30, 2016), and it declared a special dividend of about $12.1 million to pay all unpaid Series A and B preferred dividends accrued since April 1, 2016, payable Jan 31, 2017. It also agreed to repay at least another $8.1 million of revolver debt by April 30, 2017. This resolves the dividend suspension that began in April 2016 for preferred holders; the filing gives no assurance that later monthly dividends will be paid.
22 Nov 2016asset acquisition disposition● Neutral
This amendment to the Nov 21 filing only adds the Red Bluff sale agreement, its two amendments and the closing agreement as exhibits and restates the description of the already-reported initial closing (~$46.4 million released, ~$28.3 million in escrow). No new facts or figures.
21 Nov 2016asset acquisition disposition● NeutralMajor
Gastar completed an initial closing of the sale to Red Bluff on Nov 18, 2016, receiving about $46.4 million in cash, with a further ~$28.3 million (including the $10 million contingent portion) held in escrow pending title and other conditions. The November redetermination cut the borrowing base from $100 million to $85 million, and Gastar used sale proceeds to repay $15 million of the credit facility, which remains fully drawn.
20 Oct 2016material agreement● NeutralMajor
Gastar signed three deals: a credit facility amendment that keeps the borrowing base at $100 million (next review November 2016) and loosens the interest coverage test; a deal with an investor (STACK Exploration LLC) to fund and jointly drill up to 60 wells on about 18,000 net acres in Kingfisher County, with the investor paying 90% of Gastar's share of well costs to earn 80% of its working interest, reverting toward Gastar at 15% and 20% investor returns; and a ~$71 million sale of non-core Canadian/Kingfisher County leases to Red Bluff Resources (up to $10 million contingent), expected to close by Nov 18, 2016. This follows the earlier $100M borrowing base cut and the Kingfisher sale thread; the sale also requires at least 20% of net proceeds to repay the credit facility.
16 May 2016security holder rights change▼ BadMajor
Gastar launched an underwritten public offering of up to 57.5 million new common shares (including a 7.5 million-share over-allotment option) through Seaport Global Securities and Johnson Rice, closing scheduled May 17, 2016; this is dilutive to existing shareholders, and proceeds are for general corporate purposes and may be used to repay credit facility amounts. The board amended the January 2016 Rights Agreement so board-approved buyers in the offering are not treated as an 'Acquiring Person'. Lenders also permanently waived an unintended credit agreement default caused by the timing of March 2016 preferred dividend payments (paid March 31, 2016). Offering price and proceeds are not stated in this filing.
29 Apr 2016listing compliance notice▼ Bad
Gastar Exploration Inc. withdrew a registration statement, abandoning the offering it covered.
14 Apr 2016asset acquisition disposition▲ GoodMajor
Gastar closed the Appalachian Basin sale on April 8, 2016 to TH Exploration II, LLC, an affiliate of Tug Hill, for $80.0 million before adjustments; cash proceeds were about $76.6 million after adjustments (including the buyer assuming about $2.8 million of revenue suspense liabilities). Gastar cut its revolver borrowings by $80.0 million, and the borrowing base was automatically reduced to $100.0 million under Amendment No. 8. This completes the West Virginia exit and leaves Oklahoma as its only operating area described in the release.
30 Mar 2016material agreement● Neutral
Gastar and the Tug Hill affiliate amended the Appalachian sale agreement to push the closing date to April 8, 2016; the press release says this was due to a delay in obtaining one required lessor consent. The price ($80.0 million) is unchanged. The release also says the first Meramec well (Deep River 30-1H) averaged 713 Boe/d (61% oil) over its first 90 post-peak days and that the second Meramec well (Holiday Road 2-1H) has been completed with 34 frack stages.
24 Feb 2016material agreement● NeutralMajor
Gastar agreed on Feb 19, 2016 to sell substantially all of its producing assets and proved reserves and a significant portion of its undeveloped acreage in the Appalachian Basin (the West Virginia Marcellus and Utica/Point Pleasant assets that had been marketed since Oct 2015) to an affiliate of Tug Hill Inc. for $80.0 million, expected to close on or before March 31, 2016. This resolves the open question of a buyer and price; proceeds are to reduce revolving credit borrowings. The filing also reports year-end 2015 proved reserves of 55.9 MMBoe (down 45%, which Gastar attributes to lower commodity prices), a preliminary 2016 capital budget of about $37.0 million, and the second Meramec well started drilling Feb 10, 2016.