HARVEST NATURAL RESOURCES, INC.

HARVEST NATURAL RESOURCES, INC. terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

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.

dividend declaration

HARVEST NATURAL RESOURCES, INC. suspended its duty to file periodic reports with the SEC.

listing compliance notice

HARVEST NATURAL RESOURCES, INC. suspended its duty to file periodic reports with the SEC.

listing compliance notice

HARVEST NATURAL RESOURCES, INC. suspended its duty to file periodic reports with the SEC.

listing compliance notice

HARVEST NATURAL RESOURCES, INC. suspended its duty to file periodic reports with the SEC.

listing compliance notice

HARVEST NATURAL RESOURCES, INC. deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

HARVEST NATURAL RESOURCES, INC. suspended its duty to file periodic reports with the SEC.

listing compliance notice

HARVEST NATURAL RESOURCES, INC.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

asset acquisition disposition

the New York Stock Exchange certified HARVEST NATURAL RESOURCES, INC.'s securities for listing, clearing them to begin trading.

listing compliance notice

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.

business combination

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.

business combination

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.

material agreement

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%).

asset acquisition disposition

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.

material agreement

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.

business combination

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.

business combination

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.

debt financing

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.

debt financing

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.

debt financing

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.

listing compliance notice

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.

debt financing

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.

debt financing

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.

listing compliance notice

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.

agm notice

CT Energy Holding invested $32.2 million through a 15% secured note and a 9% convertible note (8.5 million shares at $0.82), plus a 34.1 million-share warrant at $1.25 and up to $12 million more in later draws. It received Series C preferred stock, three board seats and supermajority approval rights. Harvest repaid the CEO's $50,000 and a $1.3 million CT affiliate note, and agreed to repay Petroandina's $7.6 million.

director officer appointment

Chief executive James Edmiston personally lent the company $50,000 at 11%. A public company borrowing five figures from its own chief executive is not a financing decision; it is the clearest possible statement that there was no money left.

debt financing

Raymond James walked away from the share-selling facility it had signed six months earlier, telling Harvest plainly that it was because of the collapse in the share price, concerns about liquidity and the litigation the company faced. Losing your own placing agent is a hard signal: the last easy source of cash was gone.

material agreement termination

Six weeks after the Petroandina sale collapsed, the New York Stock Exchange warned that Harvest's shares had averaged under $1 for thirty trading days, starting a six-month clock to get the price back up.

listing compliance notice

The second Venezuelan sale failed too. The $275 million closing for the remaining 51% never happened, and the agreement was terminated - leaving Harvest with a 51% stake it could not sell, a partner in Petroandina holding the other 29%, and a $7.6 million note owed to that partner. Two buyers in three years had now walked away.

material agreement termination

Harvest filed the final proxy for a special meeting on 7 May 2014 to vote on selling its remaining indirect 20.4% of Petrodelta to Petroandina Resources Corporation N.V., a Pluspetrol affiliate, for $275 million. The board unanimously recommends approval, which needs a majority of all outstanding shares (abstentions count as against), with no appraisal rights. Holders also vote on an advisory executive-pay proposal tied to the sale and on adjournment. This turns the 4 February preliminary proxy into the definitive vote; per the earlier record, this second closing never happened.

business combination

Harvest filed a preliminary proxy asking shareholders to authorize selling its remaining Venezuelan interest, an indirect 20.4% of Petrodelta, to Petroandina Resources Corporation N.V., an affiliate of Pluspetrol, for $275 million. The board unanimously recommends approval, which needs a majority of outstanding shares; there are no appraisal rights. Shareholders also vote on an advisory executive-compensation proposal tied to the sale and on adjournment. This is the shareholder-approval step for the Petroandina deal that, per the earlier record, was later only partly completed. The $275 million figure here is the sale price in this proxy.

business combination

A second attempt to sell Venezuela, at a little over half the Pertamina price: Petroandina, part of Pluspetrol, agreed to buy Harvest's 80% of the Petrodelta holding company for $400 million in two steps. The first step closed the same day - 29% for $125 million in cash - which meant that for once Harvest actually received money rather than a promise.

asset acquisition disposition

PricewaterhouseCoopers was dismissed and UHY appointed. The parting opinion tells the story: PwC's 2012 report carried substantial doubt about whether Harvest could continue as a going concern and stated that its internal financial controls were not effective.

auditor change

Because the restatement made it impossible to file the 2012 annual report on time, the New York Stock Exchange formally put Harvest on notice and under monitoring - accounting problems turning into a listing problem.

listing compliance notice

Harvest wrote down assets in its 2012 accounts and issued an operational update the day after saying those accounts had to be redone - the write-offs and the restatement landing together.

production update

A second, much wider restatement: three years of accounts back to 2010 could no longer be relied on, principally because the warrants issued with the 2010 MSD loan had been valued wrongly and treated as equity when they were liabilities. Coming four years after the Petrodelta restatement, this was a pattern rather than an accident.

financial restatement

The $725 million Pertamina sale collapsed: the Indonesian government, Pertamina's owner, declined to approve it, and Harvest terminated the agreement. Eight months of waiting ended with the company still holding an unsellable Venezuelan asset and $79.8 million of 11% debt it had raised in the meantime.

material agreement termination

The Pertamina agreement had to be amended for the first time, five months after signing and with Indonesian approval still not granted.

material agreement

With the Pertamina sale still unapproved, Harvest borrowed $79.8 million at 11% for two years, issued at 96 cents on the dollar and with warrants over 686,761 shares at $10 attached. Part of it was paid for by rolling in an existing convertible note. Borrowing this expensively against a sale that had not closed is what later made the sale's failure fatal.

capital raising announcement

Harvest agreed to sell its 80% of Harvest-Vinccler Dutch Holding, which holds a 40% stake in Petrodelta, to Indonesia's Pertamina for $725 million cash. This would sell all its Venezuelan interests (a 32% net stake in Petrodelta), with net proceeds estimated at about $525 million. Closing needed Venezuelan, Indonesian and Harvest shareholder approvals.

material agreement

Harvest set up a $75 million facility with Knight Capital to sell shares straight into the market whenever it chose - a standing dilution tap, opened while the company was already exchanging notes for stock.

material agreement

Harvest persuaded holders of $16.0 million of its 8.25% convertible notes to swap them for 2,875,357 shares at an effective $5.56, plus 161,603 more shares in place of a $1.3 million cash interest payment. Debt was being turned into equity at a discount to the notes' conversion price - cheaper than repaying it, but dilutive.

capital raising announcement

The Utah sale closed at $217.8 million after adjustments, and Harvest immediately spent about $62.1 million of it repaying debt - clearing the expensive MSD term loan taken on seven months earlier. For a brief period the company was cash-rich and almost unlevered.

asset acquisition disposition

Harvest agreed to sell its 47,600 net acres in the Uinta Basin of Utah to Newfield for $215 million in cash - by far the largest single realisation in its history, and from a US position most investors barely knew it had.

material agreement

A $60 million two-year term loan from MSD Energy Investments, an arm of Michael Dell's family office, at 10% rising to 15% after nine months. Rates like that on unsecured money say the company could not get bank credit against assets it did not control.

capital raising announcement

Harvest raised up to $32 million by selling 8.25% convertible notes due 2013 through Lazard Capital Markets - its first outside financing since the Russian sales, needed because the Venezuelan earnings sat inside Petrodelta and were hard to get out.

material agreement

The Venezuelan investment finally looked like it was working: Petrodelta produced 7.8 million barrels in 2009, 42% more than 2008, approved a self-funded $205 million capital budget and targeted 30,000 barrels a day for 2010, with reserves net to Harvest up about 10%.

production update

A third country: Harvest signed an exploration and production sharing agreement with Oman for the 955,600-acre Al Ghubar / Qarn Alam gas block, holding 100% through exploration with the state oil company able to take up to 20% after a discovery.

material agreement

Harvest withdrew its accounts back to October 2007: it had understated its share of Petrodelta's earnings because of an error translating Venezuelan results from international to US accounting rules. Because Petrodelta was the whole business, an error in accounting for it was an error in almost every number the company reported.

financial restatement

Three weeks after the Gabon deal, Harvest bought 47% of the 1.35 million-acre Budong-Budong exploration licence onshore West Sulawesi, Indonesia, agreeing to fund the first $17.2 million of a $22 million seismic-and-two-wells programme. Two frontier exploration positions in a month, funded by Venezuelan cash flow.

asset acquisition disposition

Harvest started buying its way out of single-country risk, agreeing to take a 50% operated interest in the 680,000-acre Dussafu exploration licence offshore Gabon from Sasol. The Gabon position would eventually be the last asset it sold, in 2017.

asset acquisition disposition

Two years after the transitory agreement, Harvest and the Venezuelan state agency signed the contract that actually created Petrodelta, converting the old operating-service arrangement into the 40%/60% mixed company. The Venezuelan question was settled for now, on the state's terms.

material agreement

Harvest's Venezuelan company borrowed roughly $58 million from Banco Mercantil at 10% - securing it with $47.6 million of its own dollars deposited offshore - purely to pay the Venezuelan tax authority, to which it had just handed $35.6 million to settle assessments for 2001 to 2004. The cost of staying in Venezuela was being paid before Petrodelta had produced anything.

material agreement

Harvest filed a preliminary proxy asking shareholders to approve transferring substantially all its assets to a joint venture, Empresa Mixta Petrodelta, between its 80%-owned Venezuelan subsidiary and a Venezuelan government-owned company. The subsidiary would own 40% of the joint venture. The board unanimously recommends a yes vote, calling it the only viable alternative and saying it believes the government will otherwise seize the assets, leaving only years-long arbitration. A majority of outstanding shares must approve, and there are no appraisal rights. The meeting date is blank, and the proposed transaction value is stated as $145,739,000 in the fee table. This is the start of the forced conversion into the Petrodelta mixed company.

business combination

Venezuela's tax authority issued a final assessment of about $56 million against Harvest's 80%-owned Venezuelan affiliate for 2001-2004, some $13 million more than the settlement both sides had negotiated in July and that Harvest had already booked. Harvest's own share was roughly $45 million, and the chief executive said publicly that the SENIAT had not honoured the deal - a first clear signal of the political risk that would define the company's Venezuelan exposure.

other

The compensation for giving up control arrived as acreage rather than cash: three more fields - Isleno, Temblador and El Salto - were added to the new mixed company, now named Petrodelta, and the state accepted that this settled what Harvest was owed for contributing its existing fields.

material agreement

The shape of the Venezuelan conversion became clear: Harvest's local company signed a memorandum with PDVSA and state agency CVP to fold the South Monagas fields into a mixed company in which a Harvest affiliate would hold 40% - 32% net to Harvest - and the state 60%, under a twenty-year licence. Harvest was accepting minority status in the business it had built and operated.

material agreement

Chief executive Peter Hill retired at the end of September on a package that kept him as a $33,334-a-month consultant on Russia until May 2006 plus a $300,000 bonus. James Edmiston, hired a year earlier as operating chief, took over.

director officer appointment

Venezuela began changing the terms. Harvest's 80%-owned local company signed a transitory agreement capping the fee it earned on the South Monagas Unit at two-thirds of the value of the oil, and committing both sides to negotiate converting the operating contract into a state-majority 'mixed company'. The asset Harvest depended on was being taken back under national control.

material agreement

Harvest sold its remaining Russian asset, a 34% stake in Geoilbent, to another Yukos nominee for $75 million. With Arctic Gas gone the year before, the company was now purely a Venezuelan producer - a concentration that would define everything that followed.

asset acquisition disposition

Now renamed Harvest Natural Resources, the company restarted oil production and sales in Venezuela after the national strike that had shut the industry down - the first sign that its one remaining core business was still functioning.

production update

Then still called Benton Oil and Gas, the company agreed to sell its entire 68% of Arctic Gas Company to a nominee of Russia's Yukos for $190 million plus about $30 million of loan repayments, and used the money to call in its $108 million of 11 5/8% senior notes. A leveraged company was turning a Russian asset into a clean balance sheet.

asset acquisition disposition