26 July 2013listing compliance notice▼ Bad
MAGNUM HUNTER RESOURCES CORP withdrew a registration statement, abandoning the offering it covered.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
12 July 2013asset acquisition disposition▲ Good
Magnum Hunter filed the pro forma financials for the Penn Virginia Eagle Ford sale, confirming the deal actually closed at $422.1 million (better than the originally announced $401 million) once adjustments were finalized - $379.8 million cash and 10 million Penn Virginia shares worth about $42.3 million. The filing had waited on the delayed 2012 10-K and Q1 2013 10-Q, both now filed (June 14 and July 9, 2013).
7 June 2013material agreement● Neutral
Magnum Hunter's board approved standard indemnification agreements for all its directors and executive officers, contractually guaranteeing legal-expense advancement and indemnification - adopted just as the company faced elevated legal exposure from its accounting and auditor problems.
21 May 2013debt financing▼ Bad
The audit delay also hit Magnum Hunter's Eureka Hunter Pipeline subsidiary: both its SunTrust-led first-lien lenders and PennantPark's second-lien loan had to formally consent that a late first-quarter 2013 financial statement delivery wouldn't trigger default, tying the new deadline to completion of the delayed parent-company audit.
17 May 2013listing compliance notice▼ BadMajor
With its 2012 10-K and Q1 2013 10-Q still unfiled while new auditor BDO USA worked through the audit, Magnum Hunter received a non-compliance letter from NYSE MKT regarding its listed Series C, D and E preferred stock (its common stock listing on the NYSE proper was unaffected) and had until late May 2013 to submit a compliance plan targeting an August 2013 fix - the accounting crisis now directly threatening a listing.
30 Apr 2013asset acquisition disposition▲ Good
When the Eagle Ford sale to Penn Virginia closed, Magnum Hunter took part of the consideration as 10 million shares of Penn Virginia stock and signed a registration-rights and standstill agreement governing that stake - registration rights to eventually sell the shares, plus a standstill barring Magnum Hunter from seeking control of Penn Virginia.
26 Apr 2013debt financing▼ BadMajor
As the stalled 2012 audit dragged on, Magnum Hunter's lenders cut its credit facility borrowing base to $265 million (from $350 million) to reflect the pending Eagle Ford sale, and again extended the deadline to deliver audited 2012 financials, tying the new deadline to the senior notes indenture's own compliance clock.
22 Apr 2013auditor change▼ BadMajor
Magnum Hunter amended its report on dismissing PwC as auditor on April 10, 2013, solely to add PwC's response letter (received April 18) as an exhibit. The filing says PwC had flagged unresolved matters: information that might affect the reliability of the financials, a need to expand its audit scope, and material weaknesses in internal controls; the company says it believes it has fixed its controls and sees no need to restate prior periods. It cites expected non-cash impairments of about $71 million (unproved) and about $16 million (proved) for Q4 2012, and the pending Eagle Ford sale with about $380 million cash. This continues the auditor crisis, with the 2012 10-K still not finished.
16 Apr 2013auditor change▼ BadMajor
Magnum Hunter fired PricewaterhouseCoopers mid-audit, before PwC could finish or issue an opinion on the 2012 financial statements: PwC had flagged unresolved matters that could materially affect the reliability of the accounts and material weaknesses in internal controls serious enough that PwC doubted the company could produce reliable financials, and wanted to expand its audit scope. Magnum Hunter said it believed no restatement was needed and was fixing its accounting department with Big Four advisory help.
8 Apr 2013debt financing● Neutral
Magnum Hunter detailed the Stock Purchase Agreement for the Eagle Ford sale to Penn Virginia's Penn Virginia Oil & Gas subsidiary, structured as a sale of Eagle Ford Hunter's stock for the same $361 million cash (plus up to $40 million in cash or Penn Virginia stock), expected to close in May 2013.
3 Apr 2013drilling progress report▲ GoodMajor
Magnum Hunter agreed to sell its Eagle Ford Shale properties in Gonzales and Lavaca Counties, Texas (about 19,000 net acres, 49 producing wells) to Penn Virginia for $361 million cash plus a further $40 million in cash or stock at Penn Virginia's option. Closing was expected in early to mid-May 2013, with proceeds to reduce debt.
22 Mar 2013debt financing▼ BadMajor
Magnum Hunter had to get its bank lenders to extend the deadline for delivering audited 2012 financial statements to May or June 2013 and waive any default that would otherwise be triggered by a late 10-K - the auditor transition and Q2 2012 restatement had delayed the annual audit, and now that delay threatened to put the company in technical default on its debt.
1 Mar 2013debt financing▲ Good
Magnum Hunter's lenders raised the credit facility's borrowing base again, to $350 million (now fully "conforming"), and increased the ceiling on senior notes the company could issue to $800 million from $650 million - continued room to add debt even as the balance sheet had grown very large very fast.
5 Feb 2013business combination● Neutral
Magnum Hunter filed Amendment No. 1 to its January registration for exchanging $600 million of 9.750% Senior Notes due 2020 for registered notes. The visible text matches the original cover and terms, with no new figures stated in the excerpt. This continues the January filing.
25 Jan 2013material agreement● Neutral
Magnum Hunter set up an at-the-market program to sell depositary shares representing its new Series E convertible preferred stock through MLV & Co. - yet another ongoing equity-funding channel alongside the Series C and D preferred ATMs.
14 Jan 2013business combination● Neutral
Magnum Hunter filed a registration to swap $600 million of its 9.750% Senior Notes due 2020 for identical notes registered with the SEC: $450 million issued May 16, 2012 (the debt that funded the Baytex Williston Basin purchase) and $150 million add-on notes issued December 18, 2012. The new notes are substantially identical, so this changes the paperwork rather than the debt amount or terms. The company receives no new money from this, per the filing's exchange structure (inference from the exchange-for-equal-principal terms). Guaranteed by many subsidiaries.
31 Dec 2012listing compliance notice▼ Bad
Magnum Hunter had to get an NYSE waiver after repeatedly postponing its 2012 annual shareholder meeting, which put it at risk of violating the exchange's rule requiring an annual meeting each fiscal year; the NYSE agreed to the extension provided the meeting was held by January 17, 2013.
21 Dec 2012debt financing▼ BadMajor
Magnum Hunter issued another $150 million of its 9.750% senior notes due 2020 (on top of the $450 million sold in May 2012, taking total notes to $600 million), and its bank lenders reduced the revolving credit facility's borrowing base to offset the new bond debt, as required under the credit agreement's debt-substitution formula.
10 Dec 2012listing compliance notice▲ GoodMajor
the New York Stock Exchange certified MAGNUM HUNTER RESOURCES CORP's securities for listing, clearing them to begin trading.
7 Dec 2012debt financing● Neutral
Magnum Hunter's bank lenders raised the annual cap on preferred-stock dividends from $40 million to $45 million, a routine covenant tweak reflecting the growing stack of Series C, D and E preferred stock outstanding.
28 Nov 2012material agreement▲ Good
Bakken Hunter agreed to buy about 20,000 net Williston Basin acres and related well interests in Divide County, North Dakota from Samson Resources - the same operator that held an area-of-mutual-interest option on the earlier Baytex deal - for $30 million cash, further building out the North Dakota position.
14 Nov 2012debt financing▲ Good
Magnum Hunter's lenders raised its credit facility borrowing base again to $325 million (plus a temporary $50 million non-conforming tranche, for $375 million total) and cleared the way for the new Series E convertible preferred stock issued in the Virco deal - the facility had grown roughly fifteenfold in credit-limit terms across amendments since 2009.
8 Nov 2012capital raising announcement▲ GoodMajor
Magnum Hunter closed the Virco acquisition, paying the agreed $106.7 million in cash and new Series E convertible preferred depositary shares, and set up the depositary arrangements for the new preferred stock - completing the deal announced two weeks earlier.
30 Oct 2012capital raising announcement▲ GoodMajor
Triad Hunter agreed to buy Viking International Resources (Virco) for about $106.7 million - $37.3 million cash plus $69.4 million in a newly created 8.0% Series E convertible preferred stock, convertible into common stock at $8.50/share - another acquisition funded partly with a new layer of preferred equity stacked below the existing Series C and D preferred.
22 Oct 2012financial restatement▼ BadMajor
Magnum Hunter disclosed it had understated non-cash stock-option compensation expense by about $3.8 million in its Q2 2012 10-Q due to a vesting-schedule calculation error, and its Audit Committee concluded that quarter's financial statements could no longer be relied on - an internal-controls stumble discovered right as the company was also replacing its auditor.
11 Sept 2012material agreement● Neutral
Magnum Hunter sold another 1.05 million shares of its Series D preferred stock in a public best-efforts offering at $44 per share, adding roughly $45 million more preferred capital on top of its earlier Series D issuances.
13 Aug 2012debt financing▲ Good
On higher proved reserves, Magnum Hunter's bank lenders raised its credit facility borrowing base again, to $260 million from $212.5 million, and loosened debt and preferred-dividend limits - continued lender support even as leverage kept climbing.
19 July 2012auditor change● Neutral
Magnum Hunter completed its auditor search, engaging PricewaterhouseCoopers as its new independent auditor for fiscal 2012 after Hein & Associates declined to continue - no disagreements were reported with the outgoing auditor.
6 July 2012debt financing▼ Bad
Magnum Hunter's Eureka Hunter Pipeline subsidiary had to get its second-lien lender PennantPark to loosen leverage and interest-coverage covenants and waive a default, the pipeline's first sign of financial strain since taking on outside debt in 2011.
1 June 2012auditor change● Neutral
Magnum Hunter's longtime auditor Hein & Associates, which had audited it since 2009, declined to stand for re-election for fiscal 2012; the company said it wanted a larger firm to match its rapidly expanding operations and began searching for a replacement, with Hein staying on in the interim.