Past year: ▼ 100%(0.22c – 99.9c USD)
Each one in plain English, with the numbers worked through for a shareholder.
29 Dec 2015material agreement● NeutralMajor
On Dec 22, 2015 Gastar signed Amendment No. 6 to its credit agreement, which allows it to exchange its outstanding Second Lien Debt notes for common equity. The filing does not say whether any exchange is planned or at what terms; if one happened (an inference), it would add shares and could dilute current holders.
18 Dec 2015asset acquisition disposition▲ GoodMajor
On Dec 16, 2015 Gastar closed the Husky acquisition announced in October, paying about $42.1 million from its revolving credit facility and conveying about 11,000 net acres to the sellers. The joint venture agreements with Husky are dissolved and the lawsuits between the parties were dismissed, resolving that thread. Gastar also reported its first operated Meramec Shale well (Deep River 30-1H) peaking at 1,094 Boe/day (71% oil) at a cost of $6.4 million.
16 Oct 2015material agreement● NeutralMajor
On Oct 14, 2015 Gastar agreed to buy extra interests in 103 gross (10.2 net) producing Oklahoma wells and acreage from its joint venture partner Husky Ventures and others for about $43.3 million, funded from its revolving credit facility, and to hand over about 11,000 net non-core acres; the partnership agreements with Husky would be dissolved. The deal also settles lawsuits between Gastar and Husky, and the settlement would be rescinded if the purchase is terminated. Gastar also said it has hired Tudor, Pickering, Holt & Co. to market its West Virginia Marcellus and Utica assets, a major shift from the Marshall County assets that were the bulk of its production earlier in the story.
7 May 2015material agreement● NeutralMajor
In May 2015 Gastar agreed (May 1) to sell non-core Oklahoma assets in Kingfisher County (38 gross/16.7 net wells, about 19,000 net acres) to an undisclosed private buyer for about $46.2 million, closing by June 22, 2015, with proceeds first used to reduce its revolving credit facility. It also set up a May 7 at-the-market program with MLV & Co. to sell up to $50.0 million of common stock over time, with a commission of up to 3.0%; the stock sales may dilute shareholders if used, and no shares sold are reported here.
23 Sept 2014material agreement▼ BadMajor
On Sept 18, 2014 Gastar agreed with Barclays, Johnson Rice and Wells Fargo Securities to sell up to 19,550,000 new common shares (including an option for 2,550,000 more) under its existing shelf registration, with closing scheduled Sept 24, 2014. Issuing this many shares dilutes existing holders (compared with the 61.2 million shares outstanding at Nov 2013); the filing gives no price or proceeds, and Gastar agreed not to sell more stock for 90 days without Barclays' consent.
15 Sept 2014material agreement● Neutral
On Sept 11, 2014 Gastar signed indemnification agreements with nine directors and officers (Porter, Gerlich, McCown, Cassels, Coley, Holditch, Penner, Schuyler, Selser), committing the company to cover their liabilities from their service to the fullest extent the law allows and to advance expenses. It is a governance document; no figures or transaction are involved.
15 Aug 2014debt financing▲ Good
On Aug 13, 2014 Gastar signed Amendment No. 4 to its credit agreement with Wells Fargo as agent, raising the borrowing base (the amount the banks will lend against its reserves) from $120 million to $145 million. This continues the credit facility thread; the filing does not say whether any of the extra capacity has been drawn.
11 Apr 2014business combination● Neutral
Gastar filed Amendment No. 1 to its March S-4 for the exchange offer on up to $325 million of 8 5/8% Senior Secured Notes due 2018, adding the letter of transmittal as an annex. The exchange terms shown are the same as in the original filing and the offer is still subject to completion with no expiration date set. This continues the registration process; no new financial information is visible in the portion provided.
8 Apr 2014production update▼ BadMajor
Gastar said its Marshall County, West Virginia (Marcellus) production has been shut in since April 5, 2014 because a Williams Partners pipeline ruptured; that production is about two-thirds of its average daily production. It hopes to restart as early as Tuesday night (April 8), and expects roughly two weeks of temporary operation, with gas re-routed by Williams and condensate trucked to sales, depending on repairs. The filing also reports April 2014 monthly dividends on the Series A ($0.179688 per share) and Series B ($0.223958 per share) preferred, payable April 30 to holders of record April 15. The filing gives no estimate of the financial impact of the outage.
17 Mar 2014business combination● Neutral
On March 14, 2014 Gastar filed an S-4 to offer registered 8 5/8% Senior Secured Notes due 2018 in exchange for up to $325 million of its unregistered notes ($200 million issued May 15, 2013 and $125 million issued Nov 15, 2013). The terms are substantially the same; the exchange satisfies its registration-rights obligations to the original purchasers and Gastar receives no cash. This is the exchange-offer registration flagged as an open item; it is not yet effective and no expiration date is set. Holders who do not tender keep notes they cannot freely transfer.
13 Mar 2014material agreement● NeutralMajor
On March 12, 2014 Gastar signed Amendment No. 3 to its Wells Fargo-led revolving credit facility, letting it leave immaterial subsidiaries out of the guarantor group, the facility's merger/acquisition, restricted-payment and investment covenants, and the borrowing base calculation. The same filing furnished the Q4 2013 results release: net loss to common stockholders of $3.3 million ($0.06 per share), or adjusted net income of $0.7 million after a $2.8 million hedge mark-to-market loss and $1.2 million of one-time restructuring/acquisition charges; revenue before hedging rose 99% to $29.2 million and production rose 30% to 55.2 MMcfe/d. Liquids were about 65% of production revenue. This is the first full-quarter picture including the WEHLU purchase (closed Nov 15, 2013) and the East Texas sale (Oct 2, 2013).
31 Jan 2014business combination● Neutral
The reorganization closed on Jan 31, 2014: the parent merged into Gastar Exploration USA, Inc., which was renamed Gastar Exploration Inc. Each common share converted into one share of the surviving company, which trades on NYSE MKT as GST from Feb 3, 2014. Officers, directors, and the incentive plan carry over, and shareholder rights are described as substantially the same. This completes the structure simplification approved on Jan 22.
22 Jan 2014business combination● Neutral
At a Jan 22, 2014 special meeting, stockholders approved merging the parent into its subsidiary Gastar Exploration USA, Inc. to eliminate the holding-company structure; 35,184,981 votes were for, 39,053 against and 76,812 abstained, out of 61,214,014 shares outstanding on the Nov 29, 2013 record date. The company expects completion on or before Jan 31, 2014 and says it should simplify reporting and cut costs.
24 Dec 2013debt financing● Neutral
On Dec 18 and Dec 23, 2013 the parent company guaranteed Gastar USA's obligations under its Wells Fargo-led credit facility and its 8 5/8% Senior Secured Notes due 2018, which now total $325.0 million. The facility has a $500 million maximum and a $100 million borrowing base, undrawn. This adds parent-level backing to existing debt, with no new borrowing reported.
20 Nov 2013asset acquisition disposition● NeutralMajor
On Nov 15, 2013 Gastar USA completed the West Edmond Hunton Lime Unit purchase from Lime Rock: about 24,000 net acres in Kingfisher, Logan and Oklahoma Counties, Oklahoma, with 56 gross (55.0 net) producing wells, for about $187.5 million cash subject to adjustments. It was paid for with net proceeds of the 10.75% Series B Preferred Stock (closed Nov 7), a new $125 million add-on of 8 5/8% Senior Secured Notes due 2018 (closed Nov 15), and cash on hand. This resolves the pending acquisition announced in September and the financing questions it left open. The notes bring the total to $325 million under the same indenture. Holders can require repurchase at 101% on a change of control, and an exchange-offer registration must become effective within 360 days.
7 Nov 2013material agreement● Neutral
Gastar USA and the underwriters (Barclays, Credit Suisse, MLV & Co., Sterne Agee) agreed on Nov 5, 2013 to move the closing of the October 29 underwritten offering from Nov 5 to Nov 7 and revise some closing conditions. On Nov 7 the parent also signed a guarantee backing payments to holders of Gastar USA's Series B Preferred Stock. The filing does not state the offering size or terms. Inference: the Series B Preferred is the new preferred stock that earlier filings flagged as a possible funding source for the pending West Edmond Hunton Lime Unit purchase.
4 Nov 2013listing compliance notice▲ GoodMajor
the New York Stock Exchange certified Gastar Exploration Inc.'s securities for listing, clearing them to begin trading.
22 Oct 2013material agreement● Neutral
On Oct 18, 2013 Gastar USA and its Wells Fargo-led lenders amended the June 2013 revolving credit agreement to raise the total debt it may incur, allow a new series of preferred stock, and raise the cash dividends it may pay to preferred holders. The filing does not give amounts. Inference: this prepares the way for financing the pending $187.5 million West Edmund Hunton Lime Unit purchase, which named possible preferred stock and debt as funding sources.
8 Oct 2013asset acquisition disposition● Neutral
Gastar formally reported that the East Texas sale to Cubic was completed on Oct 2, 2013, covering about 31,800 gross (16,300 net) acres in Leon and Robertson Counties, with cash proceeds of $43.9 million after adjustments. The filing adds pro forma financial statements (six months to June 30, 2013 and year 2012) showing the effect of the sale together with the Chesapeake deal, notes, and Newfield sale. The sale itself was already reported on Oct 4; this is the required formal completion notice.
4 Oct 2013material agreement▲ GoodMajor
The East Texas sale to Cubic closed: closing documents were signed Sept 30, 2013 and held in escrow, and on Oct 2 Gastar Texas received the remaining $39.2 million in addition to Cubic's $4.7 million deposit, for a price of $43.9 million after adjustments. This resolves the months-long delayed sale. The filing also furnishes the October dividend announcement for the Series A Preferred.
23 Sept 2013material agreement● Neutral
The East Texas sale to Cubic was extended a sixth time, to Sept 30, 2013, with the price rising from $47.0 million to $47.25 million (an extra $250,000 payable at closing) and Cubic paying another $100,000 non-refundable deposit, for $4.7 million in total. Cubic may also pledge its rights under the agreement to its lenders. This continues the string of delays since the original June 5 target.
6 Sept 2013material agreement● NeutralMajor
Gastar's subsidiary agreed on Sept 4, 2013 to buy a 98.3% working interest (80.5% net revenue interest) in about 24,000 net acres of the West Edmund Hunton Lime Unit in Oklahoma from Lime Rock Resources entities for $187.5 million cash, effective Aug 1, 2013, with closing expected Nov 26, 2013. A 5% deposit is in escrow, and funding is described as possible new long-term debt, possible perpetual preferred stock, revolver borrowings, cash on hand and expected East Texas sale proceeds. It extends the Hunton build-up after the Chesapeake deal and the Newfield sale, and relies on financing not yet arranged. The press release says the property produces about 2,078 BOE per day and the acreage is held by production; the filing says 24,000 net acres while the release headers mention 24,500 once. The company also says it intends to look for a partner to help acquire and develop the acreage.
3 Sept 2013material agreement● Neutral
The East Texas sale to Cubic was extended a fifth time, to September 20, 2013, and the price rose from $46.0 million to $47.0 million, with the extra $1.0 million payable at closing. Cubic had earlier used its option to August 30, paying another $1.15 million, bringing non-refundable deposits to $4.6 million. The filing also announces the September Series A Preferred dividend of $0.179688 per share, payable September 30 to holders of record on September 13. The sale is still not closed, now months past its original June 5 target.
12 Aug 2013asset acquisition disposition▲ GoodMajor
Gastar closed the sale of about 76,000 net undeveloped Oklahoma acres in Kingfisher and Canadian Counties to Newfield Exploration Mid-Continent on August 6, 2013, for expected net proceeds of about $60.1 million, after receiving back 1,850 net acres (the earlier figure was about 2,260). The sale is booked as a reduction of capitalized costs, with no gain and no effect on the income statement. Management says this recouped most of the investment in the Chesapeake acreage while keeping its core Hunton acreage, leaving about 136,800 gross (96,400 net) Hunton acres. This resolves the pending Oklahoma sale thread and names the previously unnamed buyer.
6 Aug 2013material agreement● Neutral
The East Texas sale to Cubic was extended a fourth time, to August 16, 2013, with an option to August 30. Cubic paid another $1.15 million non-refundable deposit, bringing the total to $3.45 million (7.5% of the $46 million value), with a further $1.15 million due if it takes the August 30 option. The filing also furnishes the Q2 2013 results release and the August dividend announcement for the Series A Preferred; only the headline of the results (production up 65% from Q2 2012 to 57.6 MMcfe per day, production revenue up 111% to $23.4 million) is visible, as the rest was cut off.
17 July 2013material agreement● Neutral
Gastar and Cubic Energy again pushed back the closing of the East Texas sale (still about $46.0 million), this time to July 31, 2013, to give Cubic time to finalize financing. If it does not close by then, the agreement ends automatically and Gastar keeps Cubic's $2.3 million deposit; Gastar also agreed to cut certain due diligence price deductions by a further $350,000 as compensation for the extension. This continues the slipping closing date from the earlier July 12 target.
9 July 2013material agreement▲ GoodMajor
Gastar agreed to sell about 76,000 net acres of Kingfisher and Canadian County, Oklahoma leasehold, part of the acreage bought from Chesapeake on June 7, to an unnamed buyer for about $62.0 million, with closing due by August 6, 2013. Gastar will receive about 2,260 net acres back through a lower price. The press release also says its partner in the original Oklahoma joint area has chosen to buy about 12,820 net acres from Gastar for $12.1 million, and that Cubic Energy's East Texas closing was moved to July 12. Together these let Gastar recover most of the cost of the Chesapeake deal while keeping its core Hunton acreage.
3 July 2013material agreement● Neutral
Gastar and Cubic Energy again extended the closing of the East Texas sale, to July 12, 2013; the price is still described as about $46.0 million, subject to adjustments. The filing also announces the July 2013 monthly dividend on the Series A Preferred Stock of 8.625%, $0.179688 per share, payable July 31 to holders of record on July 15. Both are routine updates. The sale has now slipped past its original June 5 target.
12 June 2013asset acquisition disposition▲ GoodMajor
Gastar closed the Chesapeake Oklahoma acquisition on June 7, 2013, along with the buyback of Chesapeake's 6,781,768 shares and the settlement of the Texas lawsuit, for about $84.0 million in total (subject to adjustments), paid with the May notes proceeds. The same day it signed a new credit agreement with Wells Fargo (initial $50.0 million borrowing base, maturing November 14, 2017) and an intercreditor agreement putting the notes' liens behind the revolver's. The Cubic East Texas sale was pushed to a June 28 closing, with the price reduced for excluded assets. Michael McCown was named Senior Vice President and Chief Operating Officer, and the change-of-control severance plan was amended for that role. This resolves the pending Chesapeake deal and buyback, and the Chesapeake shareholding is gone.
15 May 2013debt financing● NeutralMajor
Gastar's subsidiary Gastar USA issued $200 million of 8 5/8% Senior Secured Notes due May 15, 2018, with the money held in escrow until the Chesapeake Oklahoma acquisition closes. If that deal is not completed by June 30, 2013 (or the purchase agreement is terminated earlier), the notes will be redeemed at 100% of the initial offering price plus accrued interest. Separately, Wells Fargo replaced Amegy Bank as administrative and collateral agent on the existing credit agreement. This is the debt financing flagged as an open thread after the April Chesapeake deal.
