23 Aug 2021listing compliance notice▼ BadMajor
HARVEST NATURAL RESOURCES, 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.
5 Oct 2017dividend declaration▲ GoodMajor
The end, and the number that matters: Harvest dissolved on 4 May 2017 after a shareholder vote in February, and paid holders $5.75 a share in cash on the same day. The stock stopped trading, the register was closed, and in August the board decided to stop filing most SEC reports. Unlike most companies that reach this point, Harvest's shareholders were paid - the proceeds of the Venezuelan and Gabon sales reached them rather than the creditors.
25 May 2017listing compliance notice▼ BadMajor
HARVEST NATURAL RESOURCES, INC. suspended its duty to file periodic reports with the SEC.
25 May 2017listing compliance notice▼ BadMajor
HARVEST NATURAL RESOURCES, INC. suspended its duty to file periodic reports with the SEC.
25 May 2017listing compliance notice▼ BadMajor
HARVEST NATURAL RESOURCES, INC. suspended its duty to file periodic reports with the SEC.
25 May 2017listing compliance notice▼ BadMajor
HARVEST NATURAL RESOURCES, INC. suspended its duty to file periodic reports with the SEC.
25 May 2017listing compliance notice▼ BadMajor
HARVEST NATURAL RESOURCES, INC. deregistered its securities, ending its obligation to file reports with the SEC.
25 May 2017listing compliance notice▼ BadMajor
HARVEST NATURAL RESOURCES, INC. suspended its duty to file periodic reports with the SEC.
8 May 2017listing compliance notice● NeutralMajor
HARVEST NATURAL RESOURCES, INC.'s exchange filed to remove a class of its securities from listing.
3 May 2017security holder rights change● Neutral
The February rights plan was amended so that it would survive the company's dissolution - keeping the takeover defence alive over a shell whose only asset was the cash still to be distributed.
19 Apr 2017director officer appointment● Neutral
James Edmiston's employment contract, in place since 2009, was cancelled because winding the company up no longer needed a full-time chief executive. He stayed on as chief executive and director under a consulting arrangement to see the liquidation through.
13 Apr 2017asset acquisition disposition▲ GoodMajor
The Gabon sale closed for about $32 million in cash. With that, Harvest owned no oil and gas anywhere: everything left was money in the bank, waiting to be handed to shareholders.
23 Feb 2017listing compliance notice▲ GoodMajor
the New York Stock Exchange certified HARVEST NATURAL RESOURCES, INC.'s securities for listing, clearing them to begin trading.
21 Feb 2017security holder rights change● Neutral
Days before shareholders voted on winding the company up, the board adopted a fresh rights plan and paid out one preferred-share purchase right for every ordinary share - a defence against anyone buying up the stock cheaply to capture the cash the liquidation was about to distribute.
24 Jan 2017business combination● NeutralMajor
Harvest filed the definitive version of its proxy for a special meeting on 23 February 2017 (record date 23 January 2017, mailing on or about 27 January). Holders are asked to authorize selling all Gabon interests (100% of Harvest Dussafu B.V.) to BW Energy Gabon Pte. Ltd. for $32 million in cash, subject to adjustments, to give an advisory vote on executive sale-related pay, and to authorize the complete liquidation and dissolution that the board approved on 30 December 2016. The sale and the dissolution each need a majority of outstanding shares, and abstaining or not voting counts as a vote against. This finalizes the 13 January preliminary proxy; the excerpt gives no per-share distribution amount, and the $5.75 paid in May 2017 comes only from the earlier record.
13 Jan 2017business combination● NeutralMajor
After the Venezuela sale, Harvest filed a preliminary proxy for a special meeting (record date 23 January 2017) asking holders to authorize selling all its Gabon interests to BW Energy Gabon Pte. Ltd. under a December 2016 agreement for $32 million in cash (the fee basis), plus an advisory vote on executive sale-related pay. It also asks holders to authorize the complete liquidation and dissolution of the company, which the board approved on 30 December 2016 and unanimously recommends. Both the sale and the dissolution need a majority of outstanding shares. This is the start of the wind-down that, per the earlier record, ended with dissolution and a $5.75 per share cash payment in May 2017; the amount of any distribution is not given in the text provided.
28 Dec 2016material agreement▲ GoodMajor
With Venezuela gone, Harvest agreed to sell its last operating asset too: 100% of the Dussafu subsidiary holding a 66.67% interest in the Gabon licence, to BW Energy Gabon for $32 million, $2.5 million of it held back in escrow. The company was now selling itself for parts, deliberately.
5 Dec 2016listing compliance notice▼ Bad
HARVEST NATURAL RESOURCES, INC. withdrew a registration statement, abandoning the offering it covered.
13 Oct 2016asset acquisition disposition● NeutralMajor
On 7 October 2016 Harvest sold its 51% of the Petrodelta holding company to Delta Petroleum, the assignee of CT Energy, for $69.4 million cash and a $12 million note. It also cancelled $40.4 million of CT Energy notes and the 34 million-share warrant, and took back CT Energy's 8,667,597 shares (about 16.8%).
14 Sept 2016material agreement▲ GoodMajor
Petroandina, which still held 29% of the Venezuelan holding company from the failed 2013 sale, had sued in Delaware and won an injunction in August that stopped the CT Energy sale outright. A September settlement lifted the injunction and provided for mutual releases, unblocking the only exit Harvest had left.
2 Aug 2016business combination● NeutralMajor
Harvest filed the definitive proxy for its annual meeting on 8 September 2016 (record date 1 August), putting to a vote the sale of all Venezuelan interests to CT Energy, advisory sale-related executive pay, seven directors, BDO as auditor and a reverse split of between 1-for-4 and 1-for-10. The board unanimously recommends voting for everything. The sale needs a majority of outstanding shares and a majority excluding CT Energy. This finalises the 18 July preliminary proxy; the sale was later completed in October 2016 per the earlier record.
18 July 2016business combination● NeutralMajor
Harvest filed a preliminary proxy for its 2016 annual meeting, asking holders to approve selling all its Venezuelan interests to CT Energy Holding SRL under a 30 June 2016 share purchase agreement, for $80 million in cash, a $12 million note and cancellation of $30 million of debt (the $122 million fee basis). It also asks for an advisory vote on executive sale-related pay, election of seven directors, BDO as auditor, and a reverse split between 1-for-4 and 1-for-10, which the filing says is needed to keep the NYSE listing. The sale needs a majority of outstanding shares and also a majority excluding CT Energy. This is the third attempt to sell Venezuela, to the lender that rescued the company in 2015. The cash figure here is $80 million, not the $69.4 million later recorded as the completed price; the filing text provided does not explain the difference.
30 June 2016debt financing● NeutralMajor
The third and final attempt to sell Venezuela, this time to the lender itself: CT Energy agreed to buy Harvest's remaining 51% of the Petrodelta holding company - an indirect 20.4% of Petrodelta - for $80 million in cash plus an 11% note. Selling the asset to the party that already controlled the company is not an auction outcome, but by now there was no other buyer.
24 June 2016debt financing▼ BadMajor
CT Energy began drawing down the standby facility, lending a first $2 million secured on substantially everything Harvest owned including its subsidiaries' shares - and in doing so pushed back the date on which it could have called in its claim.
9 May 2016debt financing▼ BadMajor
A third amendment in as many months: CT Energy lent another $3 million and rolled the next $1.08 million of interest into principal as well, taking the note to $30.9 million. The debt was growing by itself while the company shrank.
29 Apr 2016listing compliance notice▼ BadMajor
A different and more serious listing failure: Harvest's average market value had fallen below $50 million at the same time as its shareholders' equity, and the exchange required an eighteen-month recovery plan. The price notices had been about the share; this one was about the whole company being too small to list.
7 Apr 2016debt financing▼ BadMajor
A second amendment to the same note wiped out the $975,445 of interest due that April by adding it to the principal, which rose to $27.0 million. Harvest could not pay interest in cash on the loan that had rescued it nine months earlier.
7 Jan 2016debt financing● NeutralMajor
Harvest rolled a missed interest payment into the principal of the CT Energy note, and at the same time its Venezuelan-side subsidiary lent money back to CT Energia - the Malta company that had been managing those Venezuelan interests since the June 2015 deal - on an 11% note due 2019. Money was moving in both directions between the company and the group that controlled it.
4 Dec 2015listing compliance notice▼ BadMajor
The share price fell back below $1 and the New York Stock Exchange restarted the six-month compliance clock - the second such notice in ten months, and this time after the CT Energy rescue rather than before it.
11 Sept 2015agm notice● NeutralMajor
Shareholders approved every one of the eight proposals put to the annual meeting, including nearly doubling the authorised share count from 80 million to 150 million and clearing CT Energy's convertible note and 34 million-share warrant. The company reported this as a change of control, which is what it was: the June rescue became permanent with the holders' consent.