Each one in plain English, with the numbers worked through for a shareholder.
29 Mar 2016bankruptcy or receivership▼ BadMajor
The plan was confirmed, and it wiped out every shareholder: common stock, the 12% Series B, the listed 10.75% Series C and the listed 10.5% Series D preferred -- roughly 6.75 million preferred shares carrying about $170 million of stated redemption value -- all cancelled for nothing. Unsecured creditors got a share of a $3.5 million trust; the secured lenders, Apollo and Highbridge, took 10,000,000 new shares and new notes, and Miller went private.
The plan took effect and the lenders took the company: Apollo and Highbridge received all 10,000,000 new shares plus $50 million of second-lien notes and a $20 million exit facility, every old share and preferred share was cancelled, and founder-era chief executive Scott Boruff left the board along with three other directors. Carl Giesler stayed on with four lender-appointed directors. Nothing survived for the public shareholders.
Filed for Chapter 11 in Alaska, six years after buying the Cook Inlet assets for $2.25 million and booking them at over $325 million, and four years after the restatements that first questioned that accounting.
Paid off all amounts under the KeyBank credit agreement and terminated it. Governor Bill Richardson resigned from the board, citing possible back surgery and reduced business commitments, and the board raised Interim COO Leland Tate's salary to $430,000.
14 July 2015director officer appointment▼ BadMajor
Sold its last remaining oil hedges for $2.6 million, again straight to KeyBank -- from here Miller was fully exposed to the oil price with no protection at all. Its chief accounting officer resigned the following day.
A second NYSE breach two weeks after the first: market value and shareholders' equity had both fallen below $50 million. Miller now had to submit a recovery plan or face suspension.
Two blows on one day: the NYSE warned that the shares had averaged under $1.00 for thirty days, starting a six-month cure clock, and Miller cashed in its 2016 oil hedges for $11.5 million to pay down the KeyBank loan. Selling the protection against the low prices that were killing it.
KeyBank cut the borrowing base from $60 million to $45 million, demanded a field audit of Miller's payables, required tax credit receipts be applied to the loan and ordered it to raise at least $10 million of fresh preferred equity by April. With oil below $50, the reserve-based lending that had looked cheap in June was now shrinking underneath the company.
Scott Boruff's resignation as chief executive was itself an event of default under the KeyBank facility, and this amendment waived it -- along with a default triggered by paying preferred dividends while already in default. Carl Giesler took over, and the deadline for fixing Miller's known internal-control weakness was pushed out a further year to April 2016.
Granted warrants to Nix Venture Partners for strategic advice, including on a contemplated purchase of Buccaneer Energy's Alaskan assets -- an acquisition Miller was weighing while already carrying three preferred series and two secured facilities.
Sold 750,000 more Series D preferred shares at $24.50 for about $18.4 million, and announced a $31.2 million Alaska tax credit certificate. Management put near-term liquidity above $70 million -- roughly half of it money from the State of Alaska rather than from the business.
20 Aug 2014director officer appointment▲ GoodMajor
Amended both the KeyBank and Apollo facilities and published an updated Ryder Scott reserve report putting proved PV-10 at $447.6 million as at July 2014, up from $360.9 million three months earlier -- almost all of the increase in undeveloped reserves that had yet to be drilled.
President David Voyticky resigned effective August 12, 2014, about two months after his contract was extended. His package was $460,000 in cash, 79,655 shares and continued vesting of prior grants, with acceleration only to be recommended to the Committee. Both KeyBank and Apollo loan agreements were amended to remove the default triggered by his departure.
Bought the Glacier Drilling Rig No. 1 from Singapore-based Teras Oilfield Support -- a second rig within two months, as Miller geared up to drill its way into the reserves it had been valuing since 2009.
Drew a further $10 million from KeyBank, taking borrowings to $30 million, and collected about $21.8 million of Alaska state tax credits -- the subsidy stream that was doing much of the work of keeping the company funded.
6 June 2014director officer appointment▲ GoodMajor
Reached the cheapest money it would ever get: a $250 million reserve-based revolver led by KeyBank at roughly 3-4% over LIBOR, with a $60 million base, $20 million drawn. President David Voyticky's contract was extended at the same time on a raised $500,000 salary.
Sold the rig it had just bought straight back out again: a sale-and-leaseback with First National Capital for up to $5 million, at $159,915 a month for three years and a $1 buyback at the end. Miller was raising cash against an asset it had owned for four days.
Bought off an activist: Bristol Investment Fund and Paul Kessler withdrew their slate of board nominees and agreed to a three-year standstill in return for Miller adding former New Mexico governor Bill Richardson to the board. The same Bristol had been a lender in the 2011 Guggenheim facility.
Cook Inlet Energy signed the Trans-Foreland Pipeline Development Agreement with Tesoro and its pipeline company. The pipeline would link the Kustatan facility to the Kenai Pipe Line tank farm across Cook Inlet, and if Tesoro did not approve and finance it by the end of 2015, CIE could buy the project interests for $817,490 plus the cost of any tangible property transferred.
6 Feb 2014asset acquisition disposition● NeutralMajor
On February 3-4, 2014, Miller closed the North Fork acquisition for $56.6 million in cash plus $5 million of preferred stock, funded by a new $175 million Apollo term loan at LIBOR plus 9.75% (2% floor). It refinanced the old Apollo facility, and the $9.2 million prepayment fee is payable in four instalments from June 2014.
