Each one in plain English, with the numbers worked through for a shareholder.
20 Dec 2023agm notice● Neutral
On December 15, 2023, Sable and Exxon Mobil and Mobil Pacific Pipeline signed a second amendment to their purchase agreement, scheduling closing for February 1, 2024, and no later than February 29, 2024 if conditions remain unmet.
Sable and Exxon amended their asset-purchase agreement again, this time targeting a February 1, 2024 closing (outside date February 29, 2024) -- the deal's third timeline reset.
Sable Offshore Holdings agreed with additional investors on December 12, 2023 to sell 18,045,000 Class B shares at $10.00 each, about $180.45 million, bringing the PIPE investment alongside the earlier 7,450,000 shares ($74.5 million). The shares convert into Flame stock if the merger closes.
18 Dec 2023capital raising announcement▲ GoodMajor
On December 12, 2023, Sable's holding company signed additional PIPE subscription agreements for 18,045,000 shares at $10.00, about $180.45M. Together with the earlier PIPE of 7,450,000 shares (about $74.5M), that totals about $254.95M of commitments (my arithmetic). The investors become Flame shareholders if the merger closes. Metamorphic Pecan, LLC gets the right to nominate one director while it holds at least 10% of Flame's Class A shares. This raises the PIPE well above the $71.5M initial figure in the 2022 proxy, though the merger had still not closed.
What it means for a shareholder
18.0m new shares at US$10.00 to raise about US$180m. That's 58% dilution: every existing holder's slice gets 58% smaller. If you held US$1,000 of shares (100 at the issue price), your slice goes from 0.000752% to 0.000319% of the company. To keep it you'd need 136 more shares - about US$1,360 at the issue price.
Flame and Sable furnished an investor presentation dated December 13, 2023, prepared for potential PIPE investors in connection with the proposed business combination. No annual meeting agenda was included.
Flame and Sable furnished an investor presentation dated December 13, 2023, prepared for use with potential PIPE investors and others in connection with the proposed business combination.
Flame Acquisition Corp. stockholders approved extending the deadline to complete its business combination with Sable from September 1, 2023 to March 1, 2024. Holders of 2,328,063 Class A shares redeemed, removing about $24.0 million from the trust account.
On August 30, 2023, Flame issued two unsecured, non-interest-bearing promissory notes to its sponsor: a $635,000 Flame Expenses Note and a $495,000 Sable Expenses Note. Both are repayable on completing a business combination and forgiven if none occurs, except to the extent of funds outside the trust account.
On August 22, 2023, Flame converted 7,187,500 Class B founder shares into Class A shares, leaving 15,620,245 Class A shares and no Class B outstanding, with the sponsor holding about 27.3%. The converted shares keep their restrictions, and the filing referenced an August 29, 2023 special meeting on extending the deadline for a business combination.
Flame converted 7,187,500 Class B founder shares into Class A shares on August 22, 2023, leaving 15,620,245 Class A shares outstanding. The filing also referred to an August 29, 2023 special meeting to vote on extending the deadline for a business combination.
Flame Acquisition Corp., the SPAC that became Sable Offshore, filed its 10-Q for the quarter ended June 30, 2023. The visible text does not state the revenue or net loss figures.
Harraden Circle Investments, LLC, Harraden Circle Investors GP, LP, Harraden Circle Investors GP, LLC, Harraden Circle Investors, LP disclosed a new substantial Sable Offshore Corp. shareholding (9.48% of votes).
Flame and Sable posted a further investor presentation for potential PIPE investors, working to raise additional capital beyond the original $74.5 million ahead of closing.
Flame and Sable furnished an August 2023 investor presentation prepared for potential PIPE investors in connection with the proposed business combination.
Flame filed its definitive proxy for an August 29, 2023 special meeting where stockholders would vote on extending its deadline to complete a business combination, including the Sable deal, from September 1, 2023 to March 1, 2024.
Holdco signed a final PIPE subscription amendment with the remaining $10 million investor, so all investors, totalling $74.5 million of commitments, agreed to extend the deadline to March 1, 2024, matching the extended merger termination date.
Holdco signed further PIPE amendments on July 21 and 24, 2023, covering $7.5 million, bringing extended commitments to $64.5 million. One PIPE investor remained, and Holdco intended to seek a similar amendment.
Holdco signed more PIPE subscription amendments on July 21 and 24, 2023, covering another $7.5 million, extending the deadline to March 1, 2024. It planned to seek the same amendment from the one remaining investor.
Holdco amended some PIPE subscription agreements, covering $57 million of commitments, to extend the closing or termination deadline from July 31, 2023 to March 1, 2024, matching the extended merger termination date.
Holdco amended subscription agreements with PIPE investors representing $57 million of the roughly $71.5 million total commitment. The amendments extended their funding or termination deadline from July 31, 2023 to March 1, 2024, matching the merger deadline.
Sable Offshore Corp. shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
Flame and Sable extended their merger agreement's outside date from June 30, 2023 to March 1, 2024, the second such extension, as the deal continued to take longer than planned.
Flame, Sable Offshore Corp. and Sable Offshore Holdings signed a second amendment to their merger agreement. It extended the deadline to complete the merger, after which either side could terminate, from June 30, 2023 to March 1, 2024.
Sable and Exxon amended their asset-purchase agreement, pushing the target closing date to June 30, 2023 (with an outside date of December 31, 2023) and lowering the minimum cash Sable must hold to close the deal to $150 million -- a sign the timeline was slipping and the cash bar was being eased to keep the deal alive.
Sable and Exxon Mobil amended their purchase agreement for the SYU assets, scheduling closing for June 30, 2023 and no later than December 31, 2023. The amendment also lowered the Minimum Cash Threshold to $150 million.