Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
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.
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.
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).
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.
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.
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.
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.
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.
4 May 2011capital raising announcement● NeutralMajor
On Apr 28, 2011 GMX closed the Arkoma Bakken/Long Properties/Reynolds deal, buying 87.5% of the sellers' working interest in about 7,613 undeveloped acres in McKenzie and Dunn Counties, North Dakota (6,661 net acres), and issued 3,542,091 shares to the sellers as partial payment. The sellers cannot sell the shares for six months and GMX agreed to register them for resale. This completes another of the pending Bakken acquisitions and adds to dilution; the filing does not state the cash paid.
2 Mar 2011capital raising announcement● NeutralMajor
On Feb 28, 2011 GMX closed the Retamco Bakken/Sanish-Three Forks acreage purchase in Montana and North Dakota, issuing 2,268,971 shares to Retamco (below the up-to 2,669,513 shares first announced; the filing does not explain why) and agreeing to register them for resale. Separately, underwriters exercised their over-allotment option for 1,098,518 more shares from the Feb offering, bringing about $4.9M of additional net proceeds, expected to close March 2, 2011. Both add to the share count. This completes the first of the Bakken/Niobrara acquisitions.
28 Jan 2011capital raising announcement● NeutralMajor
On Jan 24, 2011 GMX agreed to buy undeveloped Bakken acreage in McKenzie and Dunn Counties, North Dakota for about $31.3M (one-third cash, two-thirds stock, with the share price collared between $5.50 and $6.50), and signed a letter of intent for a further Williams County deal of about $7.3M on the same terms. The press release says it now has four purchase agreements and one letter of intent covering about 67,724 net acres across the Bakken and the Niobrara (Wyoming), and says it plans to raise capital to fund development. It also has a commitment letter with Capital One for a new credit agreement with a $60M initial borrowing base and January 1, 2013 maturity, conditional on debt and equity financings. This expands the Bakken thread into a broader shift toward oil acreage and implies significant new share issuance.
20 Jan 2011capital raising announcement● NeutralMajor
On Jan 13, 2011 GMX agreed to buy undeveloped Bakken/Sanish-Three Forks acreage in Montana and North Dakota from Retamco Operating, paying up to 2,669,513 new shares plus about $1.8M cash, with closing due by Feb 28, 2011. This is a first step outside the East Texas Haynesville/Bossier and Cotton Valley focus, and the share issuance would dilute existing holders. The release also reports Haynesville/Bossier proved reserves of 234.1 Bcfe at year-end 2010 (up from 25.9 Bcfe) and says the company is exploring joint ventures on its undeveloped East Texas acreage and options on its 60% Endeavor Gathering stake to address liquidity needs.
27 Dec 2010capital raising announcement● NeutralMajor
On Dec 21, 2010 GMX amended its July 2010 bank loan agreement: the $130M borrowing base stays until the next redetermination, a new limit caps senior secured debt at 2.50x EBITDA, and the total net debt/EBITDA limit is eased to 4.75x (Dec 2010-Feb 2011), 4.60x (Mar-Aug 2011) and 4.40x (Sep-Oct 2011), returning to 4.00x from Nov 2011. It also exchanged $2.25M of its 2013 convertible notes for 380,250 new common shares plus cash for accrued interest, and the press release says 2011 capital spending is cut to $110M with one rig drilling. The covenant relief continues the July 2010 loan thread but adds a new secured-debt limit; the note exchange slightly dilutes shareholders.
15 Feb 2008capital raising announcement● NeutralMajor
On February 11, 2008, GMX agreed to sell convertible notes, and on February 15 issued $125 million of 5.00% Convertible Senior Notes due February 1, 2013 after the buyers took up the over-allotment. The notes convert at about $32.50 per share (30.7692 shares per $1,000), are unsecured and rank behind the secured bank and Prudential debt, and GMX cannot redeem them early. Alongside, GMX lent 2,740,000 shares so far (2,140,000 sold publicly at $25.00) to a Jefferies affiliate to help note buyers hedge, with up to 3,846,150 shares lendable in total. GMX receives no proceeds from those share sales, only a $0.001 per share loan fee. The filing text is cut off, so use of the note proceeds is not shown.
18 July 2005capital raising announcement▲ GoodMajor
On July 14, 2005, GMX agreed to sell 1,600,000 new common shares at $13.50 each to institutional investors in a private placement, raising $21,600,000 before expenses. The money is intended for drilling and development of its East Texas properties, and GMX agreed to register the shares for resale. Existing shareholders are diluted by the new shares.
What it means for a shareholder
1.6m new shares at $13.50 to raise about $21.6m. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
