18 Mar 2014director interest notice● Neutral
Gastar Exploration Inc. Sr VP & CFO Michael A Gerlich had 9,432 shares withheld for taxes on vesting stock.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
18 Mar 2014director interest notice● Neutral
Gastar Exploration Inc. Chief Executive Officer & Pres J Russell Porter had 17,606 shares withheld for taxes on vesting stock.
18 Mar 2014director interest notice● Neutral
Gastar Exploration Inc. Senior VP & COO Michael Mccown had 5,926 shares withheld for taxes on vesting stock.
18 Mar 2014director interest notice● Neutral
Gastar Exploration Inc. director John Michael Sr Selser had 1,125 shares withheld for taxes on vesting stock.
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.
14 Mar 2014substantial holder notice● Neutral
/ Global Undervalued Securities Master, / Kleinheinz Capital Partners, Inc, / . John B. Kleinheinz, / Fred N. Reynolds reported a Gastar Exploration Inc. shareholding of 4,465,997 shares (7.20% of votes) in a periodic institutional filing.
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).
11 Feb 2014securities registration● Neutral
Gastar Exploration Inc. filed a prospectus supplement for an offering off its existing shelf.
7 Feb 2014securities registration● Neutral
Gastar Exploration Inc. registered a securities offering with the SEC using its shelf eligibility.
6 Feb 2014quarterly activities report▼ Bad
Gastar Exploration Inc. reported a quarterly net loss of $364 thousand for the period ended 2013-12-31.
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.
15 Jan 2014director interest notice● Neutral
Gastar Exploration Inc. President J Russell Porter bought 2,000 shares on the open market at $25.93.
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.
15 Nov 2013securities registration● Neutral
Gastar Exploration Inc. amended an already-effective registration statement.
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.
5 Nov 2013securities registration● Neutral
Gastar Exploration Inc. filed a free-writing prospectus - marketing material for an offering in progress.
5 Nov 2013quarterly activities report▼ Bad
Gastar Exploration Inc. reported quarterly revenue of $18.8 million and a net loss of $1.8 million for the period ended 2013-09-30.
5 Nov 2013quarterly activities report▼ Bad
Gastar Exploration Inc. reported quarterly revenue of $18.8 million and a net loss of $1.8 million for the period ended 2013-09-30.
4 Nov 2013listing compliance notice▲ GoodMajor
the New York Stock Exchange certified Gastar Exploration Inc.'s securities for listing, clearing them to begin trading.
31 Oct 2013securities registration● Neutral
Gastar Exploration Inc. filed a prospectus supplement for an offering off its existing shelf.
29 Oct 2013securities registration● Neutral
Gastar Exploration Inc. filed a free-writing prospectus - marketing material for an offering in progress.
28 Oct 2013securities registration● Neutral
Gastar Exploration Inc. filed a prospectus supplement for an offering off its existing shelf.
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.