Each one in plain English, with the numbers worked through for a shareholder.
14 Oct 2014material agreement● Neutral
This amendment only corrects a typographical error in the Oct 14, 2014 filing about the Divide County, North Dakota sale: the $4,250,000 deposit paid by SM Energy on Oct 9, 2014 will be applied to the price at closing or released if the deal fails. The terms otherwise restated are the same: Bakken Hunter sells non-operated interests (about 720 BOE/day, 12,500 net acres) to SM Energy for $84,771,716 cash, with closing scheduled for Oct 15, 2014 and effective Aug 1, 2014.
Morgan Stanley Infrastructure's purchase of ArcLight/Ridgeline's Eureka Hunter stake closed, and Magnum Hunter, MSI and Eureka Hunter's other members executed the new LLC agreement governing the pipeline company - completing the swap of Eureka Hunter's outside institutional backer from ArcLight to Morgan Stanley.
Bakken Hunter sold more non-operated North Dakota working interests, this time in Divide County, to Formation Energy affiliate LGFE-BH for about $23.1 million cash - continued shrinking of the North Dakota position acquired in the 2012 Baytex deal.
Morgan Stanley Infrastructure agreed to buy out ArcLight/Ridgeline's entire preferred and common stake in Eureka Hunter Holdings and separately buy more equity directly from Magnum Hunter - swapping out the pipeline's original 2012 institutional investor for a new one and giving Magnum Hunter more capital for its midstream business.
On August 22, 2014 Magnum Hunter's subsidiary extended the Ambassador offer again, to 7:00pm Sydney time on September 5, 2014 unless further extended. This reverses its August 13 statement of no present intention to extend (it had reserved the right to). The filing gives no reason for the extension and no change to the terms.
On August 20, 2014 Magnum Hunter filed a supplementary Bidder's Statement for Ambassador, which the filing says the Takeovers Panel required as corrective disclosure. It values the offer at A$0.278 per Ambassador share (Magnum Hunter at US$6.06 on Aug 14, versus A$0.38 when raised in June), says ASIC refused relief for the cash share sale facility as proposed, gives Ambassador holders who already accepted a withdrawal right until Sept 3, and restates the auditor history, including three remaining material weaknesses in internal controls at Dec 31, 2013 (down from fourteen at Dec 31, 2012).
On August 13, 2014 Magnum Hunter said it had no present intention to raise its Ambassador offer or extend it past August 22 (it reserved the right to do either). It said the key reason for the bid weakened after South Australia's regulator suspended work commitments on the PEL 570 Cooper Basin permit for six months and pushed a seismic survey back 18 months to March 2016. This marks a cooling of the bid that began in June, and the filing says an increase would be unattractive to Magnum Hunter's existing stockholders.
On July 29, 2014 Magnum Hunter said Australia's Takeovers Panel ruled in its favour, declaring unacceptable circumstances against rival bidder Drillsearch, Ambassador's directors and certain shareholders. Holders of more than 54% of Ambassador shares who had accepted Drillsearch's offer had their acceptances reversed or can withdraw them and accept Magnum Hunter's 1-for-23.6 offer. This resolves the Takeovers Panel complaint raised in June, though the bid itself is still undecided.
On July 18, 2014 Magnum Hunter's Australian subsidiary extended the Ambassador offer so it now closes on August 22, 2014 instead of July 23, unless extended again. The terms are unchanged in this notice, and the bid remains open.
26 June 2014capital raising announcement● NeutralMajor
Magnum Hunter formally launched its all-stock takeover offer for ASX-listed Ambassador Oil and Gas, offering one Magnum Hunter share for every 23.6 Ambassador shares (implying about $49.7 million total) - an unusual bet on Australian exploration acreage layered on top of an otherwise US-focused, deleveraging strategy.
On June 20, 2014 Magnum Hunter filed the formal Bidder's Statement for its Ambassador offer, made through a wholly owned Australian subsidiary, Outback Shale Hunter Pty Ltd. It is an unconditional offer of 1 Magnum Hunter share for every 23.6 Ambassador shares, opening June 23 and closing July 23, 2014 unless extended. This is the Bidder's Statement the earlier open thread was waiting for; the filing text shown is truncated, so further terms are not covered here.
On June 17, 2014 Magnum Hunter raised its offer for Ambassador Oil and Gas to 1 Magnum Hunter share for every 23.6 Ambassador shares (about A$0.38 per share, up from 1 for 27.8), and declared the offer unconditional. It also announced a share sale facility for Ambassador holders who want cash, and said it would apply to Australia's Takeovers Panel over Ambassador holders (about 26.43%, plus two directors) accepting the rival Drillsearch offer. This continues the June 10 bid; the higher ratio means more Magnum Hunter shares would be issued than the ~5.1M first stated.
On June 10, 2014 Magnum Hunter announced its intention to make a conditional takeover offer for Australia's Ambassador Oil and Gas, paying one Magnum Hunter share for every 27.8 Ambassador shares (about A$0.34 per share, which the filing says is 20% above a rival Drillsearch offer). It would issue about 5.1 million shares, roughly 2.6% of its outstanding stock, and the CEO says no cash spending is budgeted in Australia for 2014. It builds on Magnum Hunter's existing stake in New Standard Energy, Ambassador's partner in the Cooper Basin, which it received in the January 2014 sale of Eagle Ford properties.
Magnum Hunter's bank lenders consented to let it pursue an all-stock takeover bid for Ambassador Oil and Gas, an Australian company, through a new unrestricted foreign subsidiary - a surprising international expansion even as the company kept selling off North American assets in Canada and North Dakota to focus its balance sheet.
30 May 2014capital raising announcement▲ GoodMajor
Magnum Hunter raised $150 million in a private placement of stock and warrants to activist investor Relational Investors, earmarked for accelerating Marcellus/Utica drilling in Ohio and West Virginia, buying more leasehold there, and paying down its revolving credit facility - a large new institutional shareholder brought in as the company doubled down on Appalachia.
