History
Kestrel Energy, majority-owned by Samson Oil & Gas, funded itself through Samson loans in 2005, then shrank its shareholder base with a reverse split and deregistered from SEC reporting.
2005: Samson's funding
The beats cover only 2005, and the record before that is not described here. Kestrel Energy, a Colorado company based in Lakewood, held oil and gas interests in Campbell County, Wyoming. Samson Oil & Gas N.L. was its majority shareholder.
In early June, Samson converted a $200,000 revolving credit note into 500,000 Kestrel shares at $0.40 each. The note dated from 2003, when former officer and director Barry D. Lasker lent the money; he assigned it to Samson in February 2004. It was secured on the Wyoming interests and had been extended to May 2006. Converting it retired that debt and added shares.
On June 30, Kestrel signed a new three-year revolving credit agreement with Samson. The $3,500,000 note carried 5.25% interest, paid monthly, and Samson could convert unpaid principal and interest into Kestrel shares at $1.50 each. Kestrel director Neil MacLachlan also sat on Samson's board.
2005: Going private
On May 20, Kestrel had begun a going-private process by proposing a 100-for-1 reverse stock split, which merges every 100 shares into one. Small holders would be cashed out, and the fee table assumed $1.42 per share, about 18,000 shares and $25,560 in total. Shareholders approved the plan at a special meeting on August 5.
The split took effect on August 23. Holders left with less than one share had them cancelled and were owed $1.42 per pre-split share in cash. Holders with one or more post-split shares stayed on, with fractions rounded up.
On August 24, Kestrel filed a Form 15 to end the registration of its common stock under Section 12(g) and deregistered its securities, ending its duty to file reports with the SEC. At that date Samson's $3,500,000 convertible note remained outstanding, and cash payment instructions for cashed-out holders were still to follow.
Written from the 5 story beats below (2005 to 24 Aug 2005), which come from the company's own announcements and filings.