12 Apr 2012securities registration● Neutral
GMX RESOURCES INC filed the final prospectus for a registered offering.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
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.
3 Apr 2012agm notice● Neutral
GMX RESOURCES INC announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).
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.
16 Mar 2012agm notice● Neutral
GMX RESOURCES INC announced its upcoming annual shareholder meeting, covering the routine agenda (director elections, auditor ratification, executive-pay advisory vote).
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.
14 Feb 2012substantial holder notice● Neutral
Kennedy Capital Management, Inc. Tax ID reported a GMX RESOURCES INC shareholding of 1,091,808 shares (1.80% of votes) in a periodic institutional filing.
14 Feb 2012securities registration● Neutral
GMX RESOURCES INC filed the final prospectus for a registered offering.
9 Feb 2012substantial holder notice● Neutral
BlackRock, Inc disclosed a new substantial GMX RESOURCES INC shareholding (6.42% of votes).
8 Feb 2012substantial holder notice● Neutral
Jefferies Funding LLC, Jefferies Group, Inc reported a GMX RESOURCES INC shareholding of 1,932,305 shares (3.20% of votes) in a periodic institutional filing.
25 Jan 2012securities registration● Neutral
GMX RESOURCES INC registered a securities offering with the SEC using its shelf eligibility.
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.
13 Jan 2012securities registration● Neutral
GMX RESOURCES INC filed the final prospectus for a registered offering.
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.
13 Dec 2011director interest notice● Neutral
GMX RESOURCES INC director Michael G Cook bought 10,000 shares on the open market at $1.64.
9 Dec 2011director interest notice● Neutral
GMX RESOURCES INC director Thomas G Casso bought 20,000 shares on the open market at $1.54.
9 Dec 2011director interest notice● Neutral
GMX RESOURCES INC Chief Executive Officer Ken L Jr. Kenworthy gifted 456,642 shares.
7 Dec 2011director interest notice● Neutral
GMX RESOURCES INC director Ken L Sr Kenworthy bought 100,000 shares on the open market.
7 Dec 2011director interest notice● Neutral
GMX RESOURCES INC director Lucke J David bought 33,000 shares on the open market.
7 Dec 2011director interest notice● Neutral
GMX RESOURCES INC CFO, Secretary and Treasurer Merrill James A bought 10,000 shares on the open market.
7 Dec 2011director interest notice● Neutral
GMX RESOURCES INC director Mchugh Jon W bought 5,000 shares on the open market at $1.58.
17 Nov 2011securities registration● Neutral
GMX RESOURCES INC filed notice of an exempt private placement.
10 Nov 2011securities registration● Neutral
GMX RESOURCES INC filed the final prospectus for a registered offering.
8 Nov 2011quarterly activities report▼ Bad
GMX RESOURCES INC reported a quarterly net loss of $67.1 million for the period ended 2011-09-30.
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.
3 Nov 2011capital raising announcement▼ BadMajor
On Nov 2, 2011 GMX signed support agreements with holders of about 50.1% of its 11.375% Senior Notes due 2019 to exchange them for new 11.0% senior secured notes due 2017. Holders can take $750 of new notes per $1,000 of old, or $971.4 if they also buy new notes for cash equal to 0.60 of the old notes tendered. The holders backstop $100M of new notes; if all holders tender and buy, GMX gets $120M cash and issues about $318M of new notes secured by substantially all assets. The backstop fee is $3.0M of new notes plus $7.0M of common stock (up to 4,242,425 shares). The proceeds are to retire the bank revolver and fund the capital program; the bank redetermination is postponed, GMX plans to monetize its natural gas hedges (about $16.6M value) in November, and is still pursuing a VPP sale on Cotton Valley assets. The 2012 capex plan is $131M, pending closing and board approval. The deal is not yet launched and terms are subject to final documentation. It replaces the unsecured 2019 notes with secured debt and is dilutive to shareholders via the stock issuance.
1 Nov 2011business combination● Neutral
GMX filed a Form S-4 to register an exchange of its $200M 11.375% Senior Notes due 2019, issued Feb 9, 2011 without registration, for identical registered notes. This is the registration-rights exchange offer flagged in the February 2011 notes deal; the terms are substantially identical, GMX receives no cash, and it adds no new debt. It was filed one day before the Nov 2 support agreements described in the next filing, which propose to restructure these same notes.