Each one in plain English, with the numbers worked through for a shareholder.
4 Sept 2015listing compliance notice▼ BadMajor
Magnum Hunter's common stock fell out of compliance with the NYSE's $1.00 minimum average price rule (30-day average was $0.99) and was tagged with a ".BC" deficiency indicator, with six months to regain compliance - the clearest signal yet, after a year of asset sales and covenant waivers, that the market had priced in serious distress.
Relational Investors, LLC, Relational Investors Mid-Cap Fund I, L.P, Relational Investors Mid-Cap Fund II, L.P, Relational Fund Partners, L.P, Relational Coast Partners, L.P, Relational Investors IX, L.P, Relational Investors XV, L.P, Relational Investors XVI, L.P, Relational Investors XX, L.P, Relational Investors XXIII, L.P, Relational Investors XXIV, L.P, RH Fund, Ralph V. Whitworth, David H. Batchelder reported a MAGNUM HUNTER RESOURCES CORP shareholding of 10,204,080 shares (4.90% of votes) in a periodic institutional filing.
Magnum Hunter and Morgan Stanley's infrastructure fund extended the deadline for Magnum Hunter to fund its roughly $18.7 million pro-rata share of a March 2015 capital call into Eureka Hunter Holdings, after Morgan Stanley had already put in its $37.8 million share - Magnum Hunter increasingly unable to keep pace with its own midstream subsidiary's capital needs.
Relational Investors, LLC, Relational Investors Mid-Cap Fund I, L.P, Relational Investors Mid-Cap Fund II, L.P, Relational Fund Partners, L.P, Relational Coast Partners, L.P, Relational Investors IX, L.P, Relational Investors XV, L.P, Relational Investors XVI, L.P, Relational Investors XX, L.P, Relational Investors XXIII, L.P, Relational Investors XXIV, L.P, RH Fund, Ralph V. Whitworth, David H. Batchelder reported a MAGNUM HUNTER RESOURCES CORP shareholding of 13,039,848 shares (6.26% of votes) in a periodic institutional filing.
Magnum Hunter's lenders eliminated the $65 million cash-raise requirement, let the company stretch payables from 90 to 180 days, and waived key leverage and current-ratio covenants through the end of 2015 or until it sells its Eureka Hunter stake - a full-blown liquidity crisis now being managed through covenant relief rather than growth financing.
Relational Investors, LLC, Relational Investors Mid-Cap Fund I, L.P, Relational Investors Mid-Cap Fund II, L.P, Relational Fund Partners, L.P, Relational Coast Partners, L.P, Relational Investors IX, L.P, Relational Investors XV, L.P, Relational Investors XVI, L.P, Relational Investors XX, L.P, Relational Investors XXIII, L.P, Relational Investors XXIV, L.P, RH Fund, Ralph V. Whitworth, David H. Batchelder reported a MAGNUM HUNTER RESOURCES CORP shareholding of 17,699,168 shares (8.50% of votes) in a periodic institutional filing.
Facing a lender-imposed requirement to raise $65 million in cash, Magnum Hunter closed the Antero acreage sale for about $33.6 million and had raised roughly $55.6 million total toward the target; its bank lenders extended the deadline to meet the full $65 million to July 10, 2015 - a liquidity squeeze now driving asset sales rather than growth.
Relational Investors, LLC, Relational Investors Mid-Cap Fund I, L.P, Relational Investors Mid-Cap Fund II, L.P, Relational Fund Partners, L.P, Relational Coast Partners, L.P, Relational Investors IX, L.P, Relational Investors XV, L.P, Relational Investors XVI, L.P, Relational Investors XX, L.P, Relational Investors XXIII, L.P, Relational Investors XXIV, L.P, RH Fund, Ralph V. Whitworth, David H. Batchelder reported a MAGNUM HUNTER RESOURCES CORP shareholding of 21,894,670 shares (10.51% of votes) in a periodic institutional filing.
Relational Investors, LLC, Relational Investors Mid-Cap Fund I, L.P, Relational Investors Mid-Cap Fund II, L.P, Relational Fund Partners, L.P, Relational Coast Partners, L.P, Relational Investors IX, L.P, Relational Investors XV, L.P, Relational Investors XVI, L.P, Relational Investors XX, L.P, Relational Investors XXIII, L.P, Relational Investors XXIV, L.P, RH Fund, Ralph V. Whitworth, David H. Batchelder reported a MAGNUM HUNTER RESOURCES CORP shareholding of 27,492,687 shares (13.20% of votes) in a periodic institutional filing.
Triad Hunter agreed to sell about 5,210 net acres of undeveloped Tyler County, West Virginia leasehold, below the Rhinestreet formation, to Antero Resources for about $40.8 million before title adjustments. Lenders also extended the $65 million capital-raise deadline to June 19, 2015.
On April 17, 2015 Magnum Hunter got amendments and waivers from its first-lien (Bank of Montreal) and second-lien (Credit Suisse) lenders, giving it more time to pay suppliers (180 days instead of 90 until May 29, 2015) and waiving the March 31, 2015 current ratio and secured debt covenants. The first-lien waivers depend on the company raising at least $65M of net cash from stock sales, asset sales or a joint venture by May 29, 2015, failing which it is an event of default; preferred dividends are also conditioned on this, and the interest margin rises by 0.25%. The company lists possible fundraising steps (including selling part of its Eureka Hunter stake, ATM stock sales, a Utica joint venture, and a new possible sale of non-core Appalachian acreage for about $40M-$65M) that it says could raise up to about $260M, but gives no assurance. It also reports Q1 2015 production up about 66% to 14.7 Bcfe. This shows the company under liquidity and covenant pressure, a step beyond the 2014 asset sales and Eureka Hunter capital changes.
On March 30, 2015 Magnum Hunter, Eureka Hunter Holdings and Morgan Stanley's MSIP II BH changed the pipeline funding set in the November 2014 letter: Magnum Hunter no longer has to put in $13.3M, while MSIP II BH contributed about $27.2M and $37.8M for new units. Afterward Magnum Hunter owned about 45.53% of the Class A units and MSIP II BH 53.00%, and Magnum Hunter may still put in up to about $18.7M by June 30, 2015 to protect its stake (if it does not, its stake falls to about 44.53%). Separately, the filing discloses that on March 24, 2015 the SEC staff sent Wells Notices (a preliminary decision to recommend enforcement action) to the company, CEO Gary Evans, director J. Raleigh Bailes, the former CFO and the former chief accounting officer, over the 2012-13 internal controls and auditor change; the company says all earlier material weaknesses were remediated as of Dec 31, 2014. This turns the earlier SEC inquiry and auditor-crisis thread into a possible enforcement case.
ICS Opportunities, Ltd, Cognizant Holdings, Ltd, Integrated Assets, Ltd, Millennium International Management LP, Millennium International Management GP LLC, Millennium Management LLC, Israel A. Englander reported a MAGNUM HUNTER RESOURCES CORP shareholding of 770,508 shares (0.40% of votes) in a periodic institutional filing.
Eureka Hunter Pipeline expanded its ABN AMRO-led credit facility from $117 million to $225 million, adding lenders and lowering its interest rate and commitment fee - a sign of continued lender confidence in the midstream business even as parent Magnum Hunter kept restructuring its own balance sheet.
Magnum Hunter refinanced into a Fourth Amended and Restated Credit Agreement with Bank of Montreal on similar terms, but with a much lower starting borrowing base of $50 million (against a $250 million ceiling) - reflecting the company's shrunken, more concentrated asset base after selling off Eagle Ford, Canadian and much of its North Dakota acreage over the prior 18 months.
Bakken Hunter agreed on October 9, 2014 to sell non-operated Divide County, North Dakota interests (about 720 BOE/d, 12,500 net acres) to SM Energy for about $84.8 million cash, closing October 15. This took 2014 divestitures to about $210 million, and Magnum Hunter kept substantial North Dakota assets.