Each one in plain English, with the numbers worked through for a shareholder.
4 Feb 2019asset acquisition disposition▲ GoodMajor
PEDEVCO closed a bolt-on purchase of about 22,000 additional Permian Basin leasehold acres from Manzano LLC and Manzano Energy Partners II for $700,000, expanding the position it established in August 2018.
14 Jan 2019capital raising announcement▲ GoodMajor
PEDEVCO agreed to buy about 22,000 net acres of San Andres assets in the Permian Basin from Manzano for $700,000, with closing expected around February 1, 2019. It also closed a $15 million SK Energy convertible note at $1.50 a share and reached total depth on the first four wells of its planned 16-well horizontal program.
Chief financial officer Gregory Overholtzer left on December 31, 2018, as accounting operations were consolidated at the new Houston headquarters. He agreed to consult for $15,000 a month until April 7, 2019.
26 Oct 2018capital raising announcement● NeutralMajor
SK Energy put in another $7 million on a three-year 8.5% convertible note at $1.79 a share, to drill the first four Permian wells and fund non-operated DJ Basin activity -- the third Kukes financing in four months.
Frank Ingriselli retired as an employee on September 6, 2018 but stayed as Non-Executive Chairman and a consultant until October 1. He waived severance of up to 18 months' pay in return for accelerated vesting of 140,000 shares and a $350,000 payment. The same day PEDEVCO outlined infill horizontal drilling on 20-acre spacing at Chaveroo and Milnesand, with four wells first and twelve more in 2019.
PEDEVCO entered the Permian Basin for the first time, closing an $18.5 million purchase of San Andres-play assets (~23,000 net operated leasehold acres in west Texas/eastern New Mexico) plus a related $500,000 stock deal for two operating companies - and, in the same filing, repurchased warrants from its former Tranche B noteholders (including longtime lender RJ Credit) for about $1.1 million after fully repaying that note in June 2018, closing out the RJ Credit-era debt saga that had constrained the company since 2014.
Raised $23.6 million of 8.5% convertible notes -- $22 million of it from Kukes's SK Energy, the rest from directors and a few outsiders -- to fund an agreement to buy over 23,000 net acres of the San Andres play in the Permian Basin from Hunter Oil, and took full ownership of the Condor DJ Basin joint venture. J. Douglas Schick joined as president, the head office moved to Houston, and auditor GBH CPAs was folded into Marcum; GBH's last two reports had both carried going-concern warnings.
SK Energy LLC, an investment vehicle wholly owned by CEO Dr. Simon Kukes, converted all 66,625 shares of preferred stock it held (issued in the 2015 Golden Globe DJ Basin deal) into 6,662,500 common shares — 45.8% of shares outstanding — triggering a change of control under NYSE American rules and marking the start of Kukes' financial takeover of the company.
26 June 2018capital raising announcement▲ GoodMajor
SK Energy lent PEDEVCO $7.7 million at 8%. The proceeds retired about $5.7 million of Tranche A notes for $3.8 million and about $67.7 million of junior notes for $3.88 million. SK Energy also bought Golden Globe's Series A preferred, convertible into about 47.6% of the company, for $100,000.
11 May 2018director officer appointment● NeutralMajor
Founder Frank Ingriselli agreed to return as president and CEO from June 1, 2018, on a $250,000 base salary and 80,000 restricted shares, replacing Michael Peterson, who left on May 31. He had stepped aside as CEO in May 2016.
4 Oct 2017material agreement termination▼ BadMajor
Just six weeks after signing, Dragon Gem Limited terminated the $12 million Series B Preferred/warrant investment - the second major financing deal to fall through in 2017, after GOM Holdings, leaving PEDEVCO still searching for a capital solution.
PEDEVCO signed a definitive agreement for Hong Kong investors Dragon Gem Limited and Absolute Frontier Limited to invest $12 million in cash for Series B Preferred Stock and warrants - the capital infusion contemplated by June's term sheet, badly needed after the GOM merger collapsed.
PEDEVCO terminated its GOM Holdings merger, delayed over a year by GOM's bankruptcy, to pursue a non-binding term sheet with a Hong Kong investor group to restructure its senior debt and invest equity. The term sheet carries a binding 90-day no-shop period, and no termination liability was owed to GOM.
NYSE MKT confirmed PEDEVCO regained compliance with the minimum share-price listing rule after completing a 1-for-10 reverse stock split in April 2017, resolving the low-price delisting threat issued in November 2016.
NYSE MKT accepted PEDEVCO's plan to regain compliance with the minimum stockholders'-equity listing rule - the third listing-compliance issue in two years - giving the company until June 2018 to fix its balance sheet or face delisting.
NYSE MKT warned PEDEVCO that its stock has traded at or below $0.20/share since early October 2016 and that it must complete a reverse stock split by May 2017 to stay listed - a second, more severe listing threat coming as the GOM Holdings merger remains unresolved nearly a year after it was announced.
PEDEVCO set up an at-the-market equity sales facility with National Securities Corporation to sell up to $2 million of common stock opportunistically over time - a smaller, more flexible funding tool than its earlier underwritten offerings.
PEDEVCO said GOM had received multiple term sheets to fund its Gulf of Mexico workover project, and that closing of the merger was anticipated within 30-60 days once that financing was in place. It also said senior lenders were committed to funding $18.5 million of D-J Basin development.
Restructured roughly $39 million of senior debt (capitalizing accrued interest, extending maturities to 2019, and creating a new $26 million Tranche A facility at 15% interest) while the pending GOM Holdings merger — announced the prior December — remained unclosed; management called it 'weathering the storm' of the oil-price downturn.
Amended the GOM merger agreement to remove the April 15, 2016 closing deadline. Frank Ingriselli stepped down as CEO and executive chairman to become non-executive chairman, consulting through his own firm for $150,000, with Michael Peterson becoming CEO and Gregory Overholtzer CFO.
PEDEVCO's senior lenders extended their payment deferral by another month, the third such extension since the arrangement began in August 2015, as the GOM Holdings merger continued to drag past its planned closing dates.
PEDEVCO and Dome Energy settled all remaining matters from their failed merger: Dome reconveyed the Wattenberg wellbore interests it had been assigned back to Red Hawk (which now bears all remaining drilling/completion costs, to be funded by financing still being finalized), the parties cancelled their service agreement, and Dome agreed to pay just $50,000 against the $155,980 it owed Red Hawk under that agreement.
PEDEVCO's senior lenders granted yet another one-month deferral of interest and principal payments, continuing to give the company room to close the delayed GOM Holdings merger.
PEDEVCO and GOM Holdings pushed the deadline to close their merger from February 29 to April 15, 2016, giving GOM more time to satisfy closing conditions.
PEDEVCO's senior lenders (led by RJ Credit and insurance-company noteholders, an arrangement dating to the 2014 note facility) extended by another month their deferral of interest and principal payments - in place since August 2015 - specifically to buy PEDEVCO time to close the GOM Holdings merger, targeted for February 29, 2016.
PEDEVCO presented at an investor conference, promoting the pending GOM Holdings merger and its DJ Basin development plans - routine investor outreach with no new deal terms.
The same day PEDEVCO and Dome Energy AB mutually terminated their planned merger over the oil-price downturn (no penalty owed, $250,000 escrow retained), PEDEVCO signed a much larger deal: an Agreement and Plan of Merger to acquire GOM Holdings, a private operator producing about 2,700 boe/day with roughly $500 million of PV-10 proved reserves across Texas, California and Louisiana, in exchange for stock plus assuming about $125 million of GOM's subordinated debt and a $30 million letter of credit - a transformational, heavily-leveraged bet targeted to close by February 2016.
Ahead of the planned Dome Energy merger, PEDEVCO agreed to assign its interests in eight newly drilled Wattenberg wells to Dome Energy, which will fully fund PEDEVCO's share of the associated costs.
Persuaded its senior lenders (including RJ Credit and a group of insurance-company noteholders) to defer principal and much of the interest due August 2015-January 2016 — at a higher 17% rate — specifically to buy the runway needed to close the pending Dome Energy AB merger.