MILLER ENERGY RESOURCES, INC.

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.

bankruptcy or receivership

MILLER ENERGY RESOURCES, INC. terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

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.

director officer appointment

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.

bankruptcy or receivership

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.

director officer appointment

MILLER ENERGY RESOURCES, INC.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

MILLER ENERGY RESOURCES, INC.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

MILLER ENERGY RESOURCES, INC.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

director officer appointment

Liquidated the rest of 2015's oil hedges for about $10 million, all of it handed to KeyBank. The second such sale in five weeks.

material agreement termination

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.

listing compliance notice

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.

listing compliance notice

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.

director officer appointment

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.

director officer appointment

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.

material agreement

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.

director officer appointment

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.

director officer appointment

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.

director officer appointment

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.

material agreement

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.

material agreement

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.

asset acquisition disposition

On December 9, 2013, Miller Energy signed Amendment No. 8 to the Apollo loan, with no fee. Apollo waived a default of the interest coverage ratio covenant for the quarter ended October 31, 2013, delayed that covenant's compliance until the quarter ending October 31, 2014, and raised the minimum daily production requirement. It also permits Cook Inlet Energy to acquire oil and gas assets and a related entity from Armstrong Cook Inlet, GMT Exploration, Dale Resources Alaska, Jonah Gas and Nerd Gas, with a company guaranty of related obligations. This is another covenant default waived on the Apollo loan, and it opens a new Alaska acquisition thread.

material agreement

Agreed to buy the North Fork gas field and its pipeline company from Armstrong Cook Inlet and partners -- about 15,465 net acres in Cook Inlet -- paying partly in $5 million of Series D preferred stock, and announced first results from the Sword No. 1 well the same day.

capital raising announcement

Opened a $75 million at-the-market facility for the Series D preferred, noting plainly that if the credit facility barred Miller from paying its December preferred dividends from any other source, it might pay them out of the proceeds of this offering -- selling preferred stock to pay preferred dividends.

material agreement

the New York Stock Exchange certified MILLER ENERGY RESOURCES, INC.'s securities for listing, clearing them to begin trading.

listing compliance notice

Launched a second listed preferred, the 10.5% Series D, selling 1,000,000 shares at the full $25.00 for about $25 million. Cheaper than the Series C had become, but a third layer of dividends now sat ahead of the common stock.

bylaws amendment

Paid Apollo a $300,000 fee for a sixth amendment that added $20 million of borrowing capacity, drawn immediately, at a temporarily reduced 9% -- reverting to 18% if not repaid by January 2014. Miller was now borrowing against Alaska state tax credits it had not yet received.

debt financing

A burst of Alaskan operational news in ten days: the RU-2A well brought online, the Sword No. 1 and Olson Creek No. 1 wells spudded, a sidetrack begun on RU-1, a new commercial gas sales contract -- and a correction to its own press release, which had understated an RU-1 production figure as 3,000 rather than 4,000 barrels of oil equivalent a day.

drilling progress report

Miller Energy borrowed the remaining $10 million under the Apollo facility on April 25, 2013, after requesting it on April 17. This satisfied the Amendment No. 4 requirement and removed the $2 million unused fee. Total Apollo debt outstanding, including interest added to principal, was $55,306,667 after the draw.

debt financing

On February 7, 2013, Miller Energy signed Amendment No. 4 to the Apollo loan, for a $200,000 fee. Apollo waived existing defaults of the interest coverage, minimum production and general-and-administrative expense covenants, and moved the first covenant tests from January 31 to April 30, 2013. The company agreed to request a further $5 million draw, to pay a $2 million unused fee if it did not request the remaining $10 million by June 29, 2013, and to raise another $15 million of preferred equity before further loans. The filing states the Series B and C preferred are not to count as debt for covenant purposes. The covenant defaults and the preferred-raising condition tie the Apollo loan directly to the preferred stock sales in the context.

material agreement

the New York Stock Exchange certified MILLER ENERGY RESOURCES, INC.'s securities for listing, clearing them to begin trading.

listing compliance notice

Took the preferred stock public: 685,000 shares of 10.75% Series C sold at $23.00 against a $25.00 liquidation value, for about $15.8 million gross, on a best-efforts basis with four underwriters. A listed preferred paying 10.75% is retail money at a distressed price, and it became Miller's main funding source for the next two years.

bylaws amendment

Refinanced Guggenheim with Apollo Investment Corporation: a $100 million facility with a $55 million base, $40 million drawn at once -- at 18% a year. The rate went up, not down, and the second $15 million was conditional on Miller proving it could raise $15 million of fresh equity.

debt financing

Raised $10 million by selling 100,000 shares of a new 10% Series A redeemable preferred, plus warrants, to twenty investors. The $84,000 finder's fee went to Dimirak Securities -- a firm 49% owned by chief executive Scott Boruff, who was also a director of it.

capital raising announcement

Miller Energy amended its Tennessee charter to create 150,000 shares of a new Series A Redeemable Preferred Stock ranking ahead of the common. The board did it under authority the charter already gave it, so common shareholders had no vote on it.

security holder rights change

Guggenheim waived the resulting defaults but tightened the screws: extra reporting, a 2% interest increase in some circumstances, a $115,593 waiver fee, 90% of net revenue swept to repayment from October, and -- tellingly -- delisting from the NYSE made an event of default in its own right.

material agreement

Told the New York Stock Exchange it was in breach of the listing rule requiring an annual report with audited accounts, four months after joining. The audit committee brought in outside counsel Andrews Kurth to investigate how the filing went out unaudited.

listing compliance notice

A far worse admission than March's: the company had filed its annual report before KPMG had finished auditing it or consented to its own report being used, so the audited accounts and KPMG's opinion had to be withdrawn, along with three more quarters restated for misclassified royalties, understated share-based pay, mis-valued derivatives and an unconsolidated subsidiary.

financial restatement

Signed a $100 million credit facility with Guggenheim (borrowing base $35 million, joined by Citibank and Bristol Investment Fund) at a minimum 9.5% interest, secured on everything and requiring 90% of monthly net revenue to go to repayment from January 2012. Expensive money on a short leash, and the first of four lenders in four years.

debt financing

Ordered a custom $17.9 million drilling rig from Voorhees for its Osprey offshore platform, payable in five instalments, with the rig itself assigned to Guggenheim as security under the credit facility signed the next day.

debt financing

MILLER ENERGY RESOURCES, INC.'s securities were notified for removal from listing and registration on its exchange.

listing compliance notice

the New York Stock Exchange certified MILLER ENERGY RESOURCES, INC.'s securities for listing, clearing them to begin trading.

listing compliance notice

Left Nasdaq voluntarily for the New York Stock Exchange, keeping the ticker MILL -- eighteen months after being confined to the Pink Sheets, and the high-water mark of the company's respectability.

listing compliance notice

Told investors not to rely on its first two quarterly reports of the year: it had failed to accrete its well-abandonment obligations, mis-stated depreciation and depletion on the Alaskan assets, and wrongly booked expected Alaska tax credits. The first crack in the accounting behind the Alaska acquisition.

financial restatement

Agreed with Alaska's Department of Natural Resources to post an $18 million performance bond for eventually dismantling the Redoubt Shoal field, payable in annual instalments from 2013; about $6.6 million left behind by the previous owner counts towards it. The clean-up cost that came free with the bargain Alaska assets now had a number and a schedule.

director officer appointment

Hired KPMG to replace Sherb & Co -- a Big Four auditor for a company with a $325 million reserve claim resting on a $2.25 million purchase. Within six months that relationship would produce the company's worst crisis.

auditor change

Alaska's regulator accepted a settlement cutting the tariff Cook Inlet Energy pays Chevron's Cook Inlet Pipe Line, its only route to export oil, by $6.57 to $8.00 a barrel for the rest of 2010. Future rates are set by formula, and Miller committed to minimum annual volumes through 2014.

material agreement

Nasdaq certified MILLER ENERGY RESOURCES, INC.'s securities for listing, clearing them to begin trading.

listing compliance notice

On March 26, 2010 (closed April 1), Miller Petroleum sold 1,433,429 shares at $3.50 each to fourteen investors in a private placement, raising gross proceeds of $5,017,002, and issued them five-year warrants for 716,716 more shares at $5.28. Proceeds go to general working capital. A finder gets a $351,190 fee and warrants for 100,340 shares. For shareholders this means new dilution, plus a price-protection clause: if shares are issued below $3.50 within six months, these investors get extra shares. The board approved up to $8 million in total sales on these terms, so more may follow. This is the first equity raise after the December 2009 Cook Inlet purchase in the context.

capital raising announcement

The transaction that made and eventually broke the company: Miller paid $2.25 million in cash and 3.5 million warrants for Cook Inlet Energy, which had just bought Pacific Energy Resources' Alaskan oil and gas assets out of Chapter 11, and immediately told the market the reserves were worth over $325 million -- a 32-fold increase in the company's stated reserves for a rounding error in cash. That valuation is what the SEC would later pursue.

asset acquisition disposition

Two weeks after the Ky-Tenn deal, bought East Tennessee Consultants and its affiliate -- 377 wells, about 5,000 acres and, importantly, the operating staff -- for another 1,000,000 shares valued at $250,000, with the three sellers locked in for three years and one of them made vice-president of operations.

asset acquisition disposition

Bought Ky-Tenn Oil's roughly 170 wells and 35,325 acres of Chattanooga Shale leases in Tennessee for 1,000,000 shares valued at just $320,000 -- the first of a run of acquisitions paid for in stock rather than cash under new chief executive Scott Boruff.

asset acquisition disposition

Sold its 27,620-acre Koppers leases and eight wells in Campbell County to Atlas Energy for $19.6 million -- but $10.6 million of that went straight to Wind City to settle the joint-venture dispute rather than to Miller, which kept $9.0 million, twelve retained wells and a repurchase option. The 2005 Wind City venture had cost Miller its best Tennessee acreage.

director officer appointment

Kicked off the OTC Bulletin Board for being late with its reports three times in two years, Miller dropped to the Pink Sheets without appealing -- the low point of its Tennessee era.

listing compliance notice

Agreed to buy its way out of the Wind City joint venture and the litigation it had produced: $8 million to reacquire all the leases, wells and pipeline rights it had contributed and to repurchase Wind City's 2.9 million shares, with the lawsuits stayed until payment. The deal lapsed if Miller could not find the money by June 30 -- and Miller could not.

capital raising announcement

Formed Wind Mill Oil & Gas with Wind City Oil & Gas, contributing its Tennessee and Texas prospects against Wind City's $10 million cash, for 49.9% of the venture, and agreed to work exclusively for it for three years. Wind City separately bought 2,900,000 Miller shares. Within eighteen months the two would be suing each other.

material agreement

Golden Triangle and Norwest walked away after the first five wells, exercising their option to end the farm-in and hand back everything they had not already earned. Miller paid no penalty and regained full control of the 10,400-acre Koppers/Carden tract with five wells drilled entirely at the partners' expense -- a partner's loss of nerve that left Miller better off.

material agreement termination

Signed an April 2005 farm-in with Golden Triangle Energy and Norwest Energy NL, who agreed to pay about $235,000 a well for 75% of Miller's working interest in Campbell County, Tennessee leases. They escrowed $1,175,000 for the first five wells, and director Parker Lee resigned on May 10.

director officer appointment

Borrowed $4.15 million from Prospect Energy and Petro Capital III on convertible notes due June 30, 2006, secured by liens on all its oil and gas properties, pipelines and assets. It also issued 1,000,000 five-year warrants exercisable at $0.50 a share.

material agreement