30 Dec 2010listing compliance notice▼ BadMajor
HESS BAKKEN INVESTMENTS I Corp 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.
23 Dec 2010business combination▲ GoodMajor
The Hess merger closed on December 17, 2010, with each American Oil & Gas share converted into 0.1373 Hess shares. The company was renamed Hess Bakken Investments I Corporation, its directors and officers were removed and replaced, and NYSE Amex filed to delist the stock on December 20.
20 Dec 2010listing compliance notice● NeutralMajor
HESS BAKKEN INVESTMENTS I Corp's exchange filed to remove a class of its securities from listing.
20 Dec 2010listing compliance notice▼ Bad
HESS BAKKEN INVESTMENTS I Corp withdrew a registration statement, abandoning the offering it covered.
17 Nov 2010material agreement● Neutral
Raised the Hess credit line from $30 million to $45 million with the shareholder vote on the merger still weeks away - American was spending more on drilling and land during the waiting period than the original facility covered.
16 Nov 2010business combination▲ GoodMajor
The definitive merger proxy, mailed around November 16, 2010, asks shareholders to vote on December 17, 2010 on merging into Hess under the July 27, 2010 agreement. Each share would convert into 0.1373 Hess shares, about $7.32 per share on July 27 prices, a 9.4% premium to American's $6.69 close; Hess would issue about 8.6 million shares, leaving American holders with about 2.6% of Hess. Holders of about 20.5% of shares (including directors, officers and North Finn) agreed to vote in favour, and no appraisal rights exist under Nevada law. Approval needs a majority of outstanding shares.
30 Aug 2010debt financing● NeutralMajor
Borrowed from its own acquirer: Hess provided a $30 million secured revolving credit line to carry American through to closing, repayable within days of the merger taking effect or shortly after it collapses. The first borrowing facility anywhere in this company's filing record, and only possible because the buyer is already committed.
29 July 2010business combination▲ GoodMajor
Agreed to be acquired by Hess Corporation in an all-stock merger, with each American share converted into 0.1373 Hess shares. Shareholders could also receive a cash dividend equal to any positive working capital at closing, and a $13.5 million termination fee applies in specified circumstances.
26 Feb 2010material agreement▲ GoodMajor
Agreed to sell the remaining Wyoming Powder River acreage - in Converse, Niobrara and Campbell counties - to Chesapeake for up to $49.4 million, of which American expects about $44 million. With the 2008 Douglas sale this substantially completes the exit from Wyoming, leaving the North Dakota Bakken position as the business.
18 Dec 2009material agreement▲ GoodMajor
Raised $31.5 million selling 9 million shares at $3.50 in a registered direct offering through C.K. Cooper and Ladenburg Thalmann. A far lower price than the $4.75 raise of 2007, but a large cash injection heading into a 2010 North Dakota drilling programme.
28 Oct 2008material agreement▲ GoodMajor
An amendment to the August 2008 report names Chesapeake Exploration as the buyer, after the company withdrew its confidential-treatment request. Under the August 22, 2008 letter agreement, Chesapeake would pay up to $30,000,000 to the company and North Finn together for leases and minerals in Converse County, Wyoming, at $722 per net acre for any shortfall below 40,048 net acres, with closing due by October 21, 2008. This is the first sale of Wyoming acreage to Chesapeake; the later ~$44m sale (2010) is separate.
22 Oct 2008production update▲ Good
Confirmed the $27 million Douglas acreage sale would close the week of 27 October, the buyer now described only as a major independent gas producer. At Fetter, a new slick-water fracture recipe had the Hageman 11-22 well flowing about 600 thousand cubic feet of gas and 30-50 barrels of oil a day, good enough that the older Wallis 6-23 well was re-fractured the same way.
28 Aug 2008material agreement▲ GoodMajor
Agreed with North Finn to sell leasehold and minerals in Converse County, Wyoming, for up to $30 million to an undisclosed buyer whose name was withheld under a confidential-treatment request. Price adjustments were set at $722 per net acre for any delivery below 40,048 net acres, and a press release put expected proceeds near $27 million.
23 June 2008material agreement● Neutral
Gave holders of the $6.00 warrants from the 2005 preferred financing another year to exercise, the second extension in six months. The $6.00 strike confirms the Sims 16-26 well did establish gas sales in 2005, so the better of that financing's two conversion terms applied.
3 July 2007material agreement▲ GoodMajor
Extended the Red Technology Alliance arrangement to a second project, giving RTA until mid-September to elect to pay the full cost of a deep test well at West Douglas. The same carried-drilling model already funding Fetter.
12 Apr 2007material agreement▲ GoodMajor
Sold up to 6.0 million shares at $4.75 through A.G. Edwards and C.K. Cooper, raising roughly $28.5 million off its existing shelf registration for a 5.7% fee. The market took the stock a month after the restatement at more than three times the 2004 placement price.
7 Mar 2007financial restatement▼ BadMajor
The company said it will file amended financial statements for 2005 and the first three quarters of 2006, after an SEC comment letter, to treat the April 2005 Tower Colombia merger as a business purchase rather than a combination of entities under common control. It estimates oil and gas properties up by about $5 million, deferred tax liability up about $1.6 million and paid-in capital up about $15 million, with 2006 net income lower by $300,000 to $700,000; no significant effect on 2005 operations or cash flows. This amendment only clarifies that the plan was discussed with the independent accountant.
6 Mar 2007financial restatement▼ BadMajor
Two blows in one filing: a $1-2 million writedown, mostly because the State 4-36 well was drilled through the target Frontier formation at 53 degrees instead of horizontally, and a restatement of 2005 and the first three quarters of 2006. Prompted by an SEC comment letter, the 2005 Tower Colombia merger must be rebooked as an outright purchase rather than a reshuffle between commonly controlled parties - the accounting consequence of that deal's related-party structure.
23 Jan 2007material agreement▲ GoodMajor
Signed up Red Technology Alliance to fund 100% of the drilling, completion and equipping of the next three or four Fetter wells in exchange for an interest, letting American keep drilling its main gas project without spending its own cash. Long-standing partner North Finn is again a party.
6 Sept 2006capital raising announcement▲ GoodMajor
Paid 2.05 million shares for another 25% of the Fetter gas project in Wyoming, raising its interest there from 67.5% to 92.5%. At seller SunStone's request the shares went to BlackRock-managed funds, putting a large institution on the share register.
31 Aug 2006material agreement● Neutral
Hired Joseph Feiten as chief financial officer on a five-year contract at $144,000 a year, splitting off the finance role from Andrew Calerich, who had carried both president and CFO titles since 2003.
14 Aug 2006drilling progress report● Neutral
Reported second-quarter profit of $2.1 million, but almost all of it came from selling the Bear Creek project and part of Goliath plus a $1.5 million finder's fee; actual oil and gas sales were about $0.2 million. Management warned there would be no comparable sales or fees in the second half, so the underlying business remains pre-production.
6 Apr 2006asset acquisition disposition▲ GoodMajor
Sold the Big Sky project in Montana's Elm Coulee field to Enerplus for $11.5 million cash, effective February 1, 2006, with no continuing obligations. It covered 25 gross (about 1.11 net) producing wells and about 1,660 net undeveloped acres.
8 Mar 2006auditor change● Neutral
On March 6, 2006 the audit committee ended its relationship with auditor Wheeler Wasoff by mutual agreement and appointed HEIN & Associates LLP to audit the year ending December 31, 2005. Wheeler Wasoff's reports for 2003 and 2004 were clean and there were no disagreements. This is the second auditor change since the 2003 move from Clyde Bailey to Wheeler Wasoff, and fills the gap previously noted in the record.
5 Jan 2006capital raising announcement▲ GoodMajor
Agreed to fund 60% of partner North Finn's drilling and lease costs in exchange for 60% of its interest, plus $535,000 cash and the right for North Finn to take 2.9 million American shares - lifting American's ownership of the Powder River and Big Horn Basin projects from 75% to 90%. Deepens the North Finn partnership begun with the 2003 acreage purchase.
13 Oct 2005asset acquisition disposition▲ GoodMajor
Bought a 75% interest in 33,000 acres of the North Dakota Williston Basin - the Goliath project - for $2.97 million cash and 675,000 shares, applying the horizontal Bakken technique that had worked at its Big Sky wells in Montana. This North Dakota position becomes the company's defining asset.
27 July 2005capital raising announcement▲ GoodMajor
Raised $13.5 million selling convertible preferred stock paying an 8% dividend, with the conversion price set by drilling luck: $6.00 a share if the Sims 16-26 well at the Fetter project began selling gas within 60 days, $4.50 if not. The first financing since the company stepped up from the OTC bulletin board to the American Stock Exchange in May 2005.
21 June 2005drilling result▲ GoodMajor
Two months after the Tower Colombia merger closed and put its executives in charge, American Oil & Gas reported gas and condensate flowing to surface from the Sims 16-26 well at the Fetter project, drilled underbalanced into the Niobrara and Frontier. Management would not call it commercial, and the partners had yet to decide whether to drill deeper or complete where they were.
16 May 2005listing compliance notice▲ GoodMajor
the American Stock Exchange certified HESS BAKKEN INVESTMENTS I Corp's securities for listing, clearing them to begin trading.
27 Apr 2005business combination▲ GoodMajor
Completed the merger of Tower Colombia into American, issuing 5.8 million shares to Tower's owners. O'Brien and Tholstrom kept their roles, Solomon became Vice President, and all four key executives signed five-year employment agreements at $95,000 base salary.