29 Jan 2016listing compliance notice▼ BadMajor
GeoMet, 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.
12 Jan 2016listing compliance notice▼ Bad
GeoMet, Inc. withdrew a registration statement, abandoning the offering it covered.
21 Dec 2015security holder rights change▼ BadMajor
Stockholders approved a Plan of Dissolution at a December 10, 2015 special meeting, and GeoMet filed a Certificate of Dissolution on December 11, 2015, effective 5:00 p.m. ET on December 21, 2015. From then the company closed its stock transfer books, and holders of record cannot transfer shares except by will, intestate succession or operation of law. This resolves the open question after the asset sale of whether the company would merge or liquidate: it is being dissolved. The filing gives no amount for any distribution to preferred or common holders.
27 Oct 2014listing compliance notice● NeutralMajor
GeoMet, Inc.'s exchange filed to remove a class of its securities from listing.
26 Sept 2014listing compliance notice▼ BadMajor
On September 23, 2014 NASDAQ staff told GeoMet it views the company as a public shell with no operating business, and that its Series A preferred stock (GMETP) will be suspended and delisted from NASDAQ at the open on October 2, 2014. GeoMet said it does not intend to appeal. This follows the May 2014 sale of substantially all its assets; the preferred was the last security listed on NASDAQ, so it will no longer trade there.
13 May 2014asset acquisition disposition● NeutralMajor
On May 12, 2014 GeoMet closed the sale of substantially all its remaining Appalachian coalbed methane assets to ARP Mountaineer Productions (Atlas Resource Partners) at an adjusted price of about $97.5 million, down from $107 million after about $9.5 million of adjustments (mainly net cash flows since the January 1, 2014 effective date). About $69.1 million repaid all bank borrowings, which ended the credit agreement, and $3.1 million settled the remaining gas hedges; a final price is to be settled within 95 days. This completes the sale agreed in February 2014 and clears the bank debt. The pro forma balance sheet shows about $28.5 million of cash and a stockholders' deficit of about $(24.1) million, with $44.7 million of mezzanine (preferred) equity still outstanding. The filing does not say what, if anything, goes to preferred or common holders.
27 Mar 2014business combination● Neutral
GeoMet filed its definitive proxy statement setting a special stockholder meeting for May 5, 2014 (record date March 26, 2014) to vote on selling substantially all assets to ARP Mountaineer under the February 13, 2014 agreement. The board recommends a FOR vote, and not voting counts as a vote against. This sets the date for the approval step already described in the preliminary proxy; the visible text shows no changes to the terms.
14 Mar 2014business combination● Neutral
GeoMet filed a preliminary proxy statement for a special stockholder vote on the $107 million asset sale to ARP Mountaineer (Atlas), with the date, place and record date still blank. It says the board recommends voting for the sale, and approval needs at least 50% of the preferred and a majority of the combined voting power. Supporting holders including Sherwood (about 58.6% of preferred) and Yorktown (about 30.6% of common) have agreed to vote for it. The full text was truncated, so details such as the fairness opinion and what holders receive afterward are not captured here.
4 Mar 2014debt financing▲ GoodMajor
On February 28, 2014 GeoMet and its banks signed a Seventh Amendment moving the credit agreement due date from April 1, 2014 to the earliest of June 30, 2014, closing of the Atlas (ARP Mountaineer) asset sale or a substitute sale, or termination of the purchase agreement. It also waives the 2014 budget and December 31, 2013 reserve report deliveries, and requires sale proceeds to repay the loan in full. This resolves the April 2014 maturity worry from the Sixth Amendment, but ties the debt deadline to the sale closing.
18 Feb 2014material agreement● NeutralMajor
On February 13, 2014 GeoMet agreed to sell substantially all its remaining coalbed methane assets in West Virginia and Buchanan County, Virginia to ARP Mountaineer Productions, a subsidiary of Atlas Resource Partners, for $107 million, subject to adjustments, with closing expected in Q2 2014. Proceeds are to repay the bank debt (about $71 million per the press release) and other liabilities, with any excess going to severance, retention and change-of-control payments and working capital. The sale needs stockholder approval, holders of about 48.9% of common voting power (and 59.6% of preferred voting power) have agreed to vote in favour, and the company says a merger may best serve stockholders, failing which it would likely be liquidated. This follows through on the 2013 credit agreement maturity pressure and the earlier search for strategic alternatives.
2 Dec 2013material agreement▼ BadMajor
On November 26, 2013 GeoMet and its banks signed a Sixth Amendment removing all remaining borrowing base determinations and setting the borrowing base at the outstanding principal, reduced dollar for dollar as payments are made. The filing says the credit agreement matures April 1, 2014 and there is no assurance GeoMet can refinance, repay or extend it. This cancels the December 2013 redetermination but leaves the April 2014 maturity unresolved.
20 June 2013asset acquisition disposition▲ GoodMajor
The Alabama sale to Saga Resource Partners closed June 14, 2013 for net proceeds of about $62.0 million after $1.2 million of adjustments. About $57.0 million repaid credit agreement debt and $5.0 million was held for transaction costs, including closing out some gas hedges. Borrowings are now $77.0 million, set as the new borrowing base, the Tranche B loan is eliminated and the borrowing base deficiency is gone. The credit agreement still ends April 1, 2014. The Alabama assets from the 2011 acquisition and earlier are now gone, leaving Central Appalachia producing.
7 May 2013material agreement● NeutralMajor
GeoMet agreed on May 3, 2013 to sell all its Alabama coalbed methane properties to Saga Resource Partners LLC for $63.2 million, effective April 1, 2013, with closing expected by June 14, 2013. The Alabama assets produced about 9,700 Mcf/day in March 2013 (about 29% of total production) and had about 43 Bcf of proved reserves. Lenders consented via a Fifth Amendment requiring at least $52 million of repayment, which would eliminate the Tranche B loan and set the borrowing base at the lesser of $83 million or actual borrowings. This is the route to curing the deficiency from the 2012 amendments.
14 Sept 2012auditor change● Neutral
GeoMet dismissed Deloitte & Touche as its auditor on September 10, 2012 and engaged Hein & Associates LLP on September 11. The filing says Deloitte's reports for 2011 and 2010 were unqualified and there were no disagreements with Deloitte; it gives no reason for the change.
17 Aug 2012listing compliance notice● NeutralMajor
GeoMet, Inc.'s exchange filed to remove a class of its securities from listing.
10 Aug 2012material agreement● NeutralMajor
On August 8, 2012 GeoMet signed a Fourth Amendment giving it more time to cure the $33.6 million borrowing base deficiency. The borrowing base stays at $115 million, with loans above that treated as a higher-cost Tranche B, and the facility is no longer revolving and matures April 1, 2014. Cash above $1 million in operating accounts must be applied to the loans each month, financial covenants are removed, and capital spending is capped at $1.5 million for 2012 and $1.0 million for 2013. The CEO is quoted as Bill Rankin, and he says the unresolved deficiency has hindered the search for a strategic alternative. This replaces the July 31 cure deadline with a repayment structure rather than eliminating the debt.
3 Aug 2012listing compliance notice▼ BadMajor
NASDAQ told GeoMet on August 2, 2012 that it failed to regain the $1.00 minimum bid price, so the common stock will be delisted from the NASDAQ Capital Market at the open on August 13, 2012. GeoMet does not currently plan to appeal and expects the common to trade on the OTC Bulletin Board; the preferred stock stays on NASDAQ. This ends the bid-price process begun in the February 2012 notice.
31 July 2012material agreement● Neutral
GeoMet's banks gave a second extension, moving the deadline for GeoMet to say how it will fix its borrowing base shortfall from July 31 to August 8, 2012, through a Third Amendment to the credit agreement. The shortfall itself is not resolved; this only pushes the deadline set in the June amendment.
25 June 2012material agreement▼ BadMajor
The banks cut GeoMet's borrowing base from $180 million to $115 million, while $148.6 million is drawn, leaving a $33.6 million shortfall; GeoMet can no longer borrow under the facility and had about $4.7 million of cash. A June 21, 2012 amendment gives GeoMet until July 31, 2012 to choose how to cure the shortfall while it negotiates an alternative with the banks, which the filing calls constructive but not assured. If no cure is found, an event of default would be deemed to occur and the lenders could terminate commitments and demand repayment. This reverses the November 2011 expansion of the facility.
11 May 2012listing compliance notice▼ Bad
NASDAQ approved moving GeoMet's common and preferred stock from the Global Market to the Capital Market, effective May 14, 2012, with the same ticker symbols. The deadline to get the stock back to $1.00 or more for ten consecutive business days remains August 1, 2012; failing that, without an extension, the shares would face delisting. This follows the February 2012 bid-price notice. The filing is signed by Tony Oviedo as CFO, where earlier filings were signed by William Rankin.
13 Mar 2012production update● NeutralMajor
GeoMet reported year-end 2011 proved gas reserves of about 198 Bcf (including about 49 Bcf acquired in November 2011), down from about 216 Bcf a year earlier, because about 45 Bcf of undeveloped reserves were removed given current gas prices. The present value of future net cash flows was about $173 million versus $126 million. It guides 2012 sales of 42 to 45 MMcf per day and capital spending of only $1 to $6 million, funded from operating cash flow.
7 Feb 2012listing compliance notice▼ BadMajor
NASDAQ notified GeoMet on February 3, 2012 that its common stock had closed below $1.00 for 30 consecutive trading days. It has until August 1, 2012 to close at or above $1.00 for ten straight trading days, with a possible further grace period via a transfer to the NASDAQ Capital Market. Listing is unaffected for now. This is a fresh notice under the minimum-bid rule, following the earlier September 2010 deficiency in the context.
22 Nov 2011asset acquisition disposition▲ GoodMajor
The acquisition announced in October closed on November 18, 2011 at an adjusted price of about $79 million, below the $90.2 million headline; no preferential purchase rights were exercised. GeoMet borrowed $79 million under the new Fifth Amended and Restated Credit Agreement (up to $250 million, borrowing base raised from $90 million to $180 million, four-year maturity). The sellers named in the exhibits are Vitruvian Exploration, LLC and CD Exploration, LLC. The filing says the amended credit agreement lets GeoMet pay at least $2 million a year in cash preferred dividends. Audited financials of the acquired assets and pro formas are due by amendment within 75 days.
20 Oct 2011material agreement▲ GoodMajor
GeoMet agreed on October 14, 2011 to buy coalbed methane assets in Alabama and West Virginia, gas hedges and a drilling-technology license from a privately held company for $90.2 million, effective July 1, 2011. It also signed a new bank credit agreement (up to $250 million, initial borrowing base $180 million, four-year term) to take effect at closing; closing depends partly on third-party preferential purchase rights, covering $30.8 million of Alabama properties and $23.4 million of West Virginia properties, being exercised, waived or expiring.
4 Oct 2010listing compliance notice▼ BadMajor
NASDAQ told GeoMet on September 28, 2010 that its common stock had closed below the $1.00 minimum bid for 30 straight business days. The company has until March 28, 2011 to regain compliance or face delisting, with a possible further 180 days if it moves to the NASDAQ Capital Market. Listing is unaffected for now. The company's press release says the $40 million rights offering and backstop and the new three-year credit agreement have been completed.
13 Sept 2010listing compliance notice▲ GoodMajor
Nasdaq certified GeoMet, Inc.'s securities for listing, clearing them to begin trading.
10 Sept 2010material agreement● Neutral
GeoMet and Sherwood amended the Investment Agreement on September 3, 2010, giving Sherwood 16 rather than 10 business days to fund its backstop purchase, to allow NASDAQ time to review the preferred stock listing applications. The company expects to close the rights offering and backstop on September 14, 2010. The amendment also raises the ownership levels Sherwood needs to keep its board seats (two seats at 20%, one at 10%, as-converted) and drops the earlier alternative test based on holding 40% of its preferred stock.
18 Aug 2010listing compliance notice● NeutralMajor
GeoMet, Inc.'s exchange filed to remove a class of its securities from listing.
8 June 2010material agreement● NeutralMajor
GeoMet signed the definitive Investment Agreement with Sherwood Energy on June 2, 2010, firming up the up-to-$40 million backstop of the 4,000,000-share preferred rights offering at $10.00 per share. It carries a $1.2 million backstop fee (plus extra fees in some cases), Sherwood board and consent rights, and a September 15, 2010 closing deadline. GeoMet also signed a Fourth Amended and Restated Credit Agreement (up to $180 million, initial $90 million borrowing base, three-year term) that takes effect only once the rights offering and backstop complete.
4 June 2010material agreement termination▼ Bad
This amends the May 2010 filing to give the final cost of ending the earlier NGP Capital Resources and North Shore backstop commitments. On May 28, 2010 GeoMet paid an extra $220,000 to North Shore and $350,000 to NGPC, bringing totals to $470,000 and $600,000 as the filing states them, plus expense reimbursement, with mutual releases of claims.