6 Feb 2014listing compliance notice▼ BadMajor
GMX RESOURCES INC deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
28 Jan 2014bankruptcy or receivership▼ BadMajor
On Jan 22, 2014 the bankruptcy court confirmed the reorganization plan, though it was not yet effective pending conditions. Senior secured noteholders (allowed at $338 million) receive the new common stock and/or interests in a new partnership; general unsecured creditors, including the convertible, old senior and 2018 second-priority noteholders, share in a creditor trust and $1.5 million in cash. On the effective date all rights of common stock and preferred holders (including the 9.25% Series B) are terminated with no property received, and the company is renamed Thunderbird Resources Equity Inc. as a private company. This resolves the open question of shareholder treatment: existing shareholders get nothing.
17 Dec 2013material agreement● Neutral
On Dec 11, 2013 GMX and its DIP lenders signed Amendment No. 2 to the $50M DIP loan, extending its maturity to February 17, 2014 and loosening covenants so the subsidiaries contemplated by the proposed plan can be formed (qualification or bonding costs capped at $750,000). The filing also discloses Amendment No. 1 (Sep 30, 2013), described as immaterial, and notes the final DIP order was entered May 6, 2013. This keeps funding in place while the plan is pursued; it does not change what shareholders receive.
4 Oct 2013material agreement▼ BadMajor
On Sep 30, 2013 GMX, certain 2017 senior secured noteholders and the unsecured creditors' committee signed a plan support agreement. Under its term sheet the senior secured noteholders get 100% of the equity in the reorganized company (and/or an affiliate) for their roughly $338 million secured claim, the 2018 second-priority notes are treated as unsecured, and unsecured creditors get a litigation trust with $1.5 million in cash if their class accepts. All existing equity interests are to be cancelled. This replaces the earlier asset sale route with a plan of reorganization, still subject to court approval (hearing set for Oct 29, 2013) and confirmation.
22 May 2013material agreement▼ BadMajor
On May 15, 2013 GMX and its subsidiaries signed an asset purchase agreement with GMXR Acquisition LLC, acting for the first-lien 2017 noteholders, to sell substantially all assets for $338 million paid as a credit bid of their notes, plus assumed liabilities. This is the noteholder sale flagged when the bankruptcy was filed; it is subject to court approval and higher or better competing bids. GMX states that if the assets are sold at the credit bid amount it does not expect any cash or other assets to be available for distribution to equity holders. Some of the buying lenders are also 5% shareholders, including affiliates of Chatham and GSO.
3 May 2013listing compliance notice● NeutralMajor
GMX RESOURCES INC's exchange filed to remove a class of its securities from listing.
3 May 2013listing compliance notice● NeutralMajor
GMX RESOURCES INC's exchange filed to remove a class of its securities from listing.
9 Apr 2013debt financing● NeutralMajor
On Apr 3, 2013 the bankruptcy court approved on an interim basis a DIP loan facility of up to $50M led by Cantor Fitzgerald as agent, with up to $20.0M available initially. It pays the Eurodollar or Base Rate plus 10% (2% floor), is secured on substantially all assets with superpriority status, and is due by the earliest of 180 days after Apr 1, 2013, a plan, or a sale of substantially all assets. Some lenders are also 2017 noteholders and 5% shareholders (including Chatham and GSO affiliates). This funds the case, but the superpriority claim comes ahead of shareholders.
5 Apr 2013listing compliance notice▼ BadMajor
The NYSE told GMX on Apr 1, 2013 that its common stock and 9.25% Series B preferred will be delisted because of the bankruptcy filing and uncertainty over the outcome for common holders. GMX will not appeal, and trading was suspended Apr 1, 2013. This ends the NYSE compliance thread, and shares lose their exchange listing.
1 Apr 2013bankruptcy or receivership▼ BadMajor
On Apr 1, 2013 GMX and its subsidiaries Diamond Blue Drilling and Endeavor Pipeline filed Chapter 11 in the Western District of Oklahoma, pursuing an asset purchase agreement with certain 2017 secured noteholders. This accelerates or defaults all its debt: $48.296M 2015 convertibles, $1.97M 2019 notes, $294.34M Series A and $30.0M Series B 2017 notes, and $51.458M 2018 notes, with enforcement stayed. The 60%-owned Endeavor Gathering is not in the filing. A sale to noteholders suggests shareholders may receive little, but the filing does not state any equity treatment.
4 Mar 2013listing compliance notice▼ BadMajor
On Mar 4, 2013 GMX missed the interest payment on its 2018 second-priority notes (about $2.1M in cash or $2.8M in stock). This is not yet an event of default under those notes, which allow 30 days, but it could trigger defaults on the $48.3M 2015 notes, $324.3M 2017 notes and $51.5M 2018 notes. GMX says it may voluntarily seek bankruptcy protection if it cannot reach a consensual restructuring with Jefferies' help. Separately, the NYSE said on Feb 26 that GMX's market value (about $49.2M average) fell below the $50M required given a $134.5M stockholders' deficit. GMX has 45 days to submit a plan to cure within 18 months. This shifts the story from price compliance to a possible restructuring.
4 Jan 2013security holder rights change● Neutral
GMX amended its shareholder rights plan and preferred stock terms so that one right stays attached to each share after a reverse stock split effective Jan 3, 2013. It also adjusted the convertible note conversion rates (2013 notes from 30.7692 to 2.3669; 2015 notes from 53.3333 to 4.1026, including a correction of a formula error). This follows the earlier NYSE price-compliance problem; the filing does not give the split ratio, though the conversion rate changes are consistent with a 1-for-13 split (inference).
12 Dec 2012capital raising announcement▼ BadMajor
On Dec 6-7, 2012 GMX won consents from holders of $288.469M of its 2017 notes, signed a supplemental indenture, and closed the private placement from the November commitments: $30.0M of new Series B 2017 senior secured notes (about $27.1M net of discount) plus 15,979,253 shares (5,942,034 at $0.48 and 10,037,219 at $0.01). Net cash was about $30.1M, and the notes must be used to retire the remaining $27.1M of 2013 convertible notes. The Series B notes pay 11% in cash or 15% if paid in more notes, and rank equally with the existing 2017 notes. This completes the November financing and dilutes shareholders. The filing text was truncated, so later terms are not seen.
9 Nov 2012capital raising announcement▼ BadMajor
On Nov 7, 2012 GMX signed commitment agreements with holders of about 72% of its 2017 secured notes (including GSO Capital Partners), giving GMX the option to sell them $30.0M of additional senior secured notes and 5,942,034 new shares at $0.48 each. Holders would also get a 3.0% cash fee and up to 10,037,219 shares at $0.01 as payment for the commitment, so existing shareholders face dilution of up to 15,979,253 shares. Closing depends on definitive documents and consent from a majority of the existing noteholders to indenture changes.
29 Oct 2012asset acquisition disposition▲ GoodMajor
On Oct 24, 2012 GMX closed the $69.0M sale of its Cotton Valley Sands and shallow-rights properties in East Texas and Louisiana to Summit Energy, effective Sep 1, 2012. Estimated proceeds after expenses and September 2012 adjustments were about $66.7M, and GMX will provide transition services for at least three months. This completes the sale agreed on Oct 1; the filing does not say how the cash will be used.
5 Oct 2012material agreement● NeutralMajor
On Oct 1, 2012 GMX agreed to sell certain operated and non-operated Cotton Valley Sands and shallow-rights oil and gas properties in East Texas and Louisiana to Summit Energy, LLC for $69.0M, subject to adjustments. Effective date is Sep 1, 2012 and closing is expected Oct 24, 2012; GMX will provide transition services for at least three months. This is the Cotton Valley sale the company had been considering, and it brings in cash, but the filing does not say how the proceeds will be used.
20 Sept 2012capital raising announcement● NeutralMajor
On Sep 19, 2012 GMX completed its exchange offers, issuing $51.458M of new 9% Senior Secured Second-Priority Notes due Mar 2018 and 7,176,384 common shares. It retired $24.918M of 2013 convertibles (for $24.918M of new notes and 7,136,384 shares) and $37.954M of 2015 convertibles (for $26.54M of new notes). The new notes rank behind the 2017 first-lien notes, and interest can be paid in stock before Sep 19, 2014. This swaps convertible debt for secured debt and adds shares, diluting shareholders. It resolves the August exchange offer; the tender total (about $62.9M) is below the $52.0M-plus-2015 cap but the filing doesn't say what remains outstanding.
9 Aug 2012business combination● NeutralMajor
On Aug 9, 2012 GMX launched an offer to swap its roughly $52.0M of 2013 convertible notes ($51.997M outstanding) and a limited amount of its 2015 convertibles for new second-priority secured notes due 2018. 2013 holders would get $1,000 of new notes plus 288 shares per $1,000, and 2015 holders $700 of new notes per $1,000, with new notes capped at $60M in total. The new notes pay 9% and are secured by the company's assets (not subsidiaries'); the offer expires Sep 6, 2012 unless extended. This turns the piecemeal stock swaps into a single, larger exchange.
22 June 2012listing compliance notice▼ BadMajor
On Jun 20, 2012 the NYSE told GMX its stock is out of compliance with the listing rule requiring an average closing price of at least $1.00 over 30 trading days. GMX has six months to get back above $1.00, or it can pursue an action needing shareholder approval such as a reverse stock split; the stock stays listed for now. The CEO said the share price does not reflect the value of the oil and gas assets.
17 May 2012capital raising announcement▼ Bad
On May 16, 2012 GMX agreed with seven holders to swap $2.675M of its 5.00% 2013 Convertible Senior Notes for 2,370,421 new common shares, plus cash for accrued interest. This continues the stock-for-debt swaps; the shares issued per dollar of notes are noticeably higher than in April (about 886 shares per $1,000 vs. about 577, by my arithmetic), so each swap dilutes more.
26 Apr 2012capital raising announcement● Neutral
On Apr 25, 2012 GMX agreed with two holders to swap $4.7M of its 5.00% 2013 Convertible Senior Notes for 2,714,084 new common shares, plus cash for accrued interest. It continues the series of stock-for-debt swaps, reducing the 2013 notes but adding to the share count. Shares issued per $1,000 of notes are higher than in March (about 577 vs. about 545 on Mar 23, by my arithmetic).
5 Apr 2012business combination● Neutral
GMX filed Amendment No. 1 to its S-4 for the registered exchange of $283.475M of 2017 Senior Secured Notes. It also registers an extra $68.3M of 2017 notes that could be issued if GMX chooses to pay part of its interest in additional notes rather than cash. GMX gets no cash from the exchange. This continues the registered-exchange step that follows the December 2011 restructuring; the offer's expiry date is still blank in the text provided.
26 Mar 2012capital raising announcement● Neutral
On Mar 23, 2012 GMX agreed with seven holders (via an investment manager) to swap $4.12M of its 5.00% 2013 Convertible Senior Notes for 2,245,400 new common shares, plus cash for accrued interest. It continues the March pattern of retiring the 2013 convertibles for stock, which reduces debt but dilutes existing shareholders.
13 Mar 2012capital raising announcement● Neutral
On Mar 12, 2012 GMX agreed with seven holders to swap $5.0M of its 5.00% 2013 Convertible Senior Notes for 2,285,715 new common shares, plus cash for accrued interest. It continues the Mar 7 pattern of retiring the 2013 convertibles for stock, which reduces debt but dilutes shareholders.
8 Mar 2012capital raising announcement● Neutral
On Mar 7, 2012 GMX agreed with four holders to swap $4.258M of its 5.00% Convertible Senior Notes due 2013 for 1,655,890 new common shares, plus cash for accrued interest. This cuts the 2013 convertible debt but adds shares, diluting existing shareholders. It begins the 2013 convertible refinancing thread.
25 Jan 2012business combination● Neutral
GMX filed an S-4 to register an exchange of $283,475,000 of the new Senior Secured Notes due 2017 (issued Dec 19, 2011) for identical registered notes, as the registration rights agreement required. The terms are the same apart from removing transfer restrictions, and GMX receives no cash. It is a follow-through step on the December restructuring and does not change the debt.
9 Jan 2012business combination● Neutral
This is an amendment to the S-4 for a registered exchange of the 11.375% Senior Notes due 2019, now covering only $1,970,000 of notes rather than the full $200M. This suggests nearly all of the old 2019 notes were swapped in the Dec 2011 restructuring (inference from the small amount). It is a paperwork step with no new money or terms.
21 Dec 2011capital raising announcement▼ BadMajor
On Dec 19, 2011 GMX closed the exchange offer, issuing $283.52M of new Senior Secured Notes due Dec 1, 2017 (11% cash interest, or 9% cash plus 4% in kind if it elects). The notes are secured by first-priority liens on substantially all assets and guaranteed by all subsidiaries except Endeavor Gathering LLC. The supporting holders bought about $13.3M of new notes, which with cash from tendering holders gave $100.0M gross proceeds, and 3,877,254 backstop shares were issued with registration rights (shelf filing due by Feb 20, 2012). A supplemental indenture strips substantially all restrictive covenants from the remaining 2019 notes. This closes the restructuring thread: the unsecured 2019 notes are largely replaced by secured debt, and shareholders are diluted by the backstop shares. The filing text provided is truncated, so the final tender participation level is not visible here.
13 Dec 2011material agreement termination● NeutralMajor
GMX sold a term overriding royalty interest (a volumetric production payment) in some of its Haynesville/Bossier properties to EDF Trading North America for $49.7M, covering about 14.75 Bcf over 95 months from Dec 1, 2011. The bank revolver (Fifth A&R Loan Agreement with Capital One) was repaid and terminated on Dec 9, 2011. The press release says the company also monetized its entire natural gas hedge portfolio for $18.5M, for $68M combined cash, and that part of the VPP proceeds retired the bank borrowings. This completes the VPP and hedge monetization threads and the bank facility termination; the Cotton Valley VPP mentioned earlier is a different property set, and this sale is of Haynesville/Bossier interests in Harrison County. The release says the VPP cuts the YE2010 PV-10 of $249.9M by about $45.6M.
3 Nov 2011material agreement● Neutral
This amendment to the Nov 3 filing adds only the term sheet for the proposed new secured notes. Key terms: up to $318M of notes due Dec 1, 2017, 11% cash interest (or 9% cash plus 4% paid in kind, 13% total), first-lien security on substantially all assets, U.S. Bank as trustee, and a $10M basket for letters of credit. The backstop premium of $7.0M in stock is priced at the greater of the 3-day average price after announcement and $1.65 per share. Terms remain subject to final documentation. It adds detail to the same restructuring thread rather than a new deal.