Each one in plain English, with the numbers worked through for a shareholder.
25 Jan 2017capital raising announcement▲ GoodMajor
On January 20, 2017 the company agreed to sell 1,403,508 new shares at $28.50 in a private placement, about $40 million gross and $39 million net, to repay credit facility borrowings and for general purposes. The release set a 2017 capital budget of $85-95 million and said the company committed to list all shares on the NYSE.
On November 18, 2016 the company agreed to sell its Lake Washington field in southeast Louisiana to Hilcorp Energy I, L.P. for $40 million, with closing expected around December 1, 2016. The press release says the field is about 14,000 net acres with 23 producing wells and about 1,160 barrels of oil equivalent per day, and that net proceeds will go toward paying down the revolver. The company calls it a step toward focusing on the Eagle Ford. The release also lists added 2017 gas price collars and names Bob Banks as interim CEO and the stock as quoted on OTCQX (SWTF), showing the post-bankruptcy company with new leadership.
14 June 2016asset acquisition disposition● Neutral
On June 8, 2016 the company dismissed Ernst & Young as its auditor and hired BDO US, LLP, on the audit committee's recommendation. The filing says E&Y's reports for 2015 and 2014 were clean apart from a going-concern warning paragraph, and that there were no disagreements. The Item 2.01 label does not match the content: the text reports no asset acquisition or sale. The change replaces the auditor named in earlier context.
On March 31, 2016 the bankruptcy court confirmed the reorganization plan. About $906 million of senior notes and certain unsecured claims will be exchanged for 88.5% of the new common stock, and the $75 million DIP loan is to convert to equity paid out of that same 88.5%, with the DIP lenders also getting a 7.5% backstop fee. All existing common stock, options and warrants will be cancelled; current shareholders are entitled to 4% of the new common stock plus certain warrants. A $320 million reserve-based exit loan will refinance the secured bank claims. The plan takes effect once conditions are met, which the company says it cannot guarantee. This follows through on the December 2015 restructuring agreement.
On December 31, 2015 Swift Energy and eight subsidiaries filed Chapter 11 in Delaware, with a restructuring support agreement under which senior noteholders convert their notes to equity. Existing shareholders are to keep 4% of the equity (before dilution from a new management incentive program) plus warrants for up to 30% of post-petition equity if certain benchmarks are met. The filing also accelerated the senior notes (7.125% due 2017, 8.875% due 2020, 7.875% due 2022) and the JPMorgan-led credit facility, and proposes a $75 million debtor-in-possession loan from Cantor Fitzgerald-led lenders. It also reports a deal to sell a 75% interest in part of its Louisiana acreage (South Bearhead Creek and Burr Ferry fields) to Texegy LLC for $48.75 million cash, closing expected by March 15, 2016 and subject to court approval. Management is to stay on, with Terry Swift keeping a board seat.
On December 18, 2015 the NYSE began proceedings to delist the stock because of "abnormally low" trading price levels, and suspended trading that day. The company said it does not intend to appeal and expects the stock to be delisted. From December 21, 2015 it trades on the OTC Pink market as "SFYW", with no assurance that quotes or trading volume will continue. This resolves the August 2015 listing-notice thread, and the cure periods did not run their course.
The NYSE told the company on August 14, 2015 that it fell short of two listing standards: its 30-day average share price was $0.96 (below $1.00), and its average market value and shareholders' equity were both below $50 million. The shares keep trading on the NYSE for now with a "below compliance" tag. The company has six months to fix the share price and will submit a plan within 45 days to try to fix the market value shortfall within 18 months.
On November 10, 2014 the audit committee concluded that the 2013, 2012 and 2011 annual statements and the first two 2014 quarterly statements can no longer be relied on, because oil and gas property write-down calculations wrongly included the tax effect of asset retirement obligations (error dating to 2008). The correction is expected to raise retained earnings by about $30 million at end-2013 and reduce the 2013 write-down of about $74 million by about $27 million. It also cuts each 2014 quarter's net income by about $500,000, and the previously announced Q3 2014 earnings of $0.06 per share are now expected at about $0.04-$0.05. The company also disclosed a material weakness in internal control at December 31, 2013, and planned amended filings and a late Q3 10-Q within the grace period.
On May 5, 2014 the company agreed to sell a 36% interest in its roughly 8,300-acre Fasken Eagle Ford position in Webb County, Texas to a US subsidiary of PT Saka Energi Indonesia for $175 million: $125 million in cash at closing plus a $50 million carry of future development costs. Closing was expected around June 30, 2014; the company expected about $150 million in cash at closing after adjustments and would stay operator. The company said proceeds would go to general corporate purposes and to reduce bank credit facility borrowings, with the $450 million borrowing base falling by $34.2 million at closing. It also raised 2014 capital spending guidance to $350-$400 million from $300-$350 million. This is a new partnership (Saka, guaranteed by parent PGN) in a core asset.
On February 19, 2013 the company filed a registration statement offering to swap the $150 million of 7 7/8% Senior Notes due 2022 issued October 18, 2012 for identical notes registered with the SEC and freely tradable. This follows through on the registration rights promised when the add-on closed, and raises no new money. The expiry date was blank in the text provided.
On October 31, 2012 the company amended its JPMorgan credit agreement (third amendment), raising the borrowing base from $330 million to $450 million and its chosen commitment from $300 million to $450 million. The maturity was pushed from May 12, 2016 to November 1, 2017, and the fee on the unused portion was set at 37.5 basis points when usage is under 50%. This extends and enlarges the bank facility that the October notes add-on was meant to help pay down.
On October 18, 2012 the company closed the sale of the extra $150 million of 7 7/8% Senior Notes due 2022 to J.P. Morgan Securities and other initial purchasers, as agreed on October 3. This resolves the open question of whether the add-on would close. The notes mature March 1, 2022, with first interest payment March 1, 2013, and the company agreed to offer holders an exchange into SEC-registered notes within 180 days of closing.
On October 3, 2012 the company agreed to sell an additional $150 million of 7⅞% Senior Notes due 2022 to J.P. Morgan Securities and other initial purchasers, priced at 105% of par to investors. Closing was scheduled for October 18, 2012. This carries out the add-on offering announced the previous day and raises total notes of this series to $400 million (inference from adding the $250 million issued in 2011).
On October 2, 2012 the company amended its JPMorgan credit agreement to lift the amount of new unsecured or subordinated debt it may issue from $300 million to $500 million. This lets it announce a planned private offering of an additional $150 million of its 7⅞% notes due 2022, with proceeds intended to repay revolving credit facility borrowings and for general corporate purposes.
The company filed a registration statement for an offer to exchange the $250 million of 7⅞% Senior Notes due 2022 issued November 30, 2011 for identical notes registered with the SEC. The terms are identical except the new notes are freely tradable. This follows through on the registration commitment made at the notes' issue and raises no new money.
Effective March 1, 2012 the company ended its shareholder rights plan (a takeover-defence measure) early, moving its expiry from December 20, 2016 to March 1, 2012. It also adopted stock ownership guidelines for executives and directors, following a December 2011 majority-voting policy for director elections; the filing describes these as governance steps aligning management with shareholders.
The $250 million 7⅞% Senior Notes due 2022 sale closed on November 30, 2011, completing the deal agreed on November 15. The notes mature March 1, 2022, with interest paid each March 1 and September 1 starting March 1, 2012, and are guaranteed by Swift Energy Operating, LLC. The company also agreed to offer to swap them for SEC-registered notes within about 360 days.
On November 15, 2011 the company agreed to sell $250 million of 7⅞% Senior Notes due 2022 to J.P. Morgan Securities and other initial purchasers in a private placement, priced at 99.156% of par to investors. Closing was scheduled for November 30, 2011. This adds new long-term debt.
On May 12, 2011 the company (filing as Swift Energy Company) amended its bank credit facility with JPMorgan Chase as agent. The borrowing base rose from $300 million to $400 million while the commitment stayed at $300 million, and the maturity was extended about 8 months to May 12, 2016. Borrowing above $300 million would need unanimous bank consent.