24 Feb 2021listing compliance notice● NeutralMajor
TALOS PETROLEUM LLC's exchange filed to remove a class of its securities from listing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
5 June 2018listing compliance notice▼ BadMajor
TALOS PETROLEUM LLC terminated the registration of a class of securities, ending its reporting obligation for them.
25 May 2018listing compliance notice● NeutralMajor
TALOS PETROLEUM LLC's exchange filed to remove a class of its securities from listing.
14 May 2018business combination● NeutralMajor
The Talos combination closed on May 10, 2018. Each Stone share became one share of the new parent, Talos Energy Inc. (NYSE: TALO), with Stone holders owning 37% and Talos stakeholders 63%. Stone survived as a wholly owned subsidiary and was converted into Talos Petroleum LLC; the $102 million of Talos Production notes was contributed for stock, Talos bridge loans and Stone's senior secured notes were exchanged for new 11.0% second-priority notes, and Stone's credit agreement was terminated with nothing borrowed. Stone's directors other than Trimble and Jaubert were removed, and Trimble, Beer and Jaubert were terminated as officers when Stone was converted to an LLC. Stone's warrants were assumed by the new parent, and Stone's 2017 incentive plan was terminated. This resolves the merger, exchange offer and supplemental indenture threads.
10 May 2018listing compliance notice● NeutralMajor
TALOS PETROLEUM LLC's exchange filed to remove a class of its securities from listing.
27 Apr 2018material agreement● NeutralMajor
On April 27, 2018 Stone agreed to buy a 100% working interest in the Ram Powell Unit (six Viosca Knoll blocks and the Ram Powell platform) from Shell, ExxonMobil and Anadarko for $34 million in cash, plus about $200 million of financial assurance instruments. The field averaged about 6,100 barrels of oil equivalent per day in 2017; closing was expected in early May 2018, and Talos gave the written consent that the pending merger agreement required. This adds a new Gulf of Mexico asset while the Talos merger is still pending.
24 Apr 2018listing compliance notice▼ Bad
TALOS PETROLEUM LLC withdrew a registration statement, abandoning the offering it covered.
9 Apr 2018security holder rights change● NeutralMajor
In the run-up to the Talos combination, enough holders of Stone's 7.5% senior secured notes due 2022 consented (by the April 2, 2018 early deadline) to strip most covenants and release the collateral securing them. Supplemental indentures were signed April 3, 2018 but take effect only just before the deal closes. The Talos issuers' exchange offer would swap these notes for new 11.0% second-priority senior secured notes and cash. Separately, the S-4 registration statement for the deal was declared effective April 9, 2018, a step toward the shareholder consent and closing. This continues the Talos merger thread.
21 Nov 2017business combination● NeutralMajor
On Nov 21, 2017 Stone agreed to combine in an all-stock deal with Talos Energy LLC, which is controlled by Apollo and Riverstone funds, through a new holding company (Sailfish, to be renamed Talos Energy, Inc.). After closing, Apollo and Riverstone funds would hold 63% and Stone's former stockholders 37%. Each Stone share converts to one share of the new company, and Timothy S. Duncan becomes CEO. The deal also includes debt exchanges for Talos bridge loans and for Stone's 7.5% senior secured notes due 2022. It needs a majority of Stone shareholders' approval, antitrust and other approvals, with a May 31, 2018 end date, and termination fees of $24 million or $43 million apply in certain cases. This is a new direction after the 2017 emergence from bankruptcy.
9 June 2017drilling progress report● NeutralMajor
Drilling began June 3, 2017 on the Rampart Deep prospect in Mississippi Canyon Block 116, operated by Deep Gulf Energy III. Stone holds a 40% working interest after selling down part of its position (partners: Deep Gulf 30%, Ridgewood-managed entities 30%). The company would tie it to its 100%-owned Pompano platform if successful, and expects about two months to drill. Stone also cut about 20% of its workforce (plus a smaller cut in April 2017), with a pre-tax charge of about $5-6 million in Q2 2017 and a targeted cash SG&A of about $11-12 million a quarter. James M. Trimble is now interim CEO and President, following the departure of the previous CEO.
7 Mar 2017listing compliance notice▲ GoodMajor
the New York Stock Exchange certified TALOS PETROLEUM LLC's securities for listing, clearing them to begin trading.
3 Mar 2017listing compliance notice● NeutralMajor
TALOS PETROLEUM LLC's exchange filed to remove a class of its securities from listing.
28 Feb 2017listing compliance notice▲ GoodMajor
the New York Stock Exchange certified TALOS PETROLEUM LLC's securities for listing, clearing them to begin trading.
27 Feb 2017asset acquisition disposition▲ GoodMajor
On Feb 27, 2017 Stone closed the sale of its roughly 86,000 net acres in Pennsylvania and West Virginia to EQT Production Company for $527 million in cash (plus an upward adjustment of up to $16 million), completing the sale that replaced the Tug Hill deal. The Tug Hill agreement ended and Stone paid Tug Hill the $10.8 million break-up fee from the proceeds. Part of the cash will fund the payments required under the confirmed bankruptcy plan, which the company expects to take effect Feb 28, 2017, though it says there is no assurance.
15 Feb 2017bankruptcy or receivership▼ BadMajor
On February 15, 2017, the Bankruptcy Court confirmed Stone's prepackaged plan, with the effective date targeted for February 28, 2017. All existing common stock (about 5.7 million shares outstanding as of Feb 14, 2017) will be cancelled; holders get a pro rata share of 5% of new stock plus warrants for 15% of the reorganized company's stock, before dilution from the management incentive program and warrants. Noteholders get $100M cash, $225M of new second lien notes and 95% of the new stock; bank lenders get a new $200M revolver plus excess cash above $25M; other unsecured creditors are paid in full. A new seven-member board takes over at the effective date, including David Welch, and current directors resign. (Terms differ from the December 14 filing, which said 4% and 10% warrants and 96% for noteholders.)
10 Feb 2017material agreement▲ GoodMajor
The Appalachia sale went to an auction on February 8, 2017, and EQT Production Company won with $527 million in cash (plus up to $16 million upward adjustment), well above Tug Hill's earlier $360 million. American Petroleum Partners was named back-up bidder at $526 million. The Bankruptcy Court approved the sale on February 10, 2017, with closing expected by February 28, 2017. Tug Hill's agreement ends at closing, with Stone paying it a $10.8 million break-up fee plus $1.85 million of expenses. This resolves the open Tug Hill sale thread, replacing that buyer with a much higher bid.
14 Dec 2016bankruptcy or receivership▼ BadMajor
Stone and two subsidiaries filed for chapter 11 in Houston on December 14, 2016, to carry out the prepackaged plan. Noteholders (about 79.7% of notes) and 100% of the bank lenders signed an amended support agreement, so the bank question left open earlier is now settled. Terms for existing shareholders got worse than before: 4% of the new stock (down from 5%) and warrants for up to 10% (down from 15%), both subject to dilution. Noteholders get $100M cash (down from a share of $150M of sale proceeds), 96% of new stock and $225M of new second lien notes; about $1.2 billion of debt is to be eliminated (earlier estimate ~$850M). The filing also records the debt acceleration, a stay on enforcement, an executive settlement with nine executives that cuts severance for Welch and Beer, and an expected plan completion in about 90 days.
12 Dec 2016material agreement● Neutral
Stone pushed back the deadline to start its chapter 11 case again: the deadline under the noteholder restructuring agreement moved from December 9 to December 13, 2016, and under the Tug Hill Appalachia sale agreement to December 14, 2016. It also amended its bank credit agreement (Amendment No. 4) to change the cash-hoarding rules that took effect December 10, 2016; the filing does not say how they were changed. This continues the prepackaged restructuring; the plan terms and the $360 million Tug Hill price are unchanged in this filing.
16 Nov 2016material agreement● Neutral
A third amendment to the restructuring support agreement, dated November 15, 2016, moves the solicitation start deadline to November 17, 2016. It also lets noteholders terminate if they find changes to the specified employee plans unacceptable or certain indemnification changes not reasonably satisfactory.
10 Nov 2016material agreement● Neutral
A second amendment to the restructuring support agreement, dated November 9, 2016, moves the deadline to start soliciting votes on the plan from November 10 to November 15, 2016. Nothing else is stated as changed.
7 Nov 2016material agreement● Neutral
Stone and the noteholders amended the restructuring support agreement on November 4, 2016. Stone must give noteholders good faith estimates of contract cure costs on request, noteholders may terminate if those costs are unacceptable to them, noteholders can extend the automatic termination if the restructuring is not completed by day 100 after the chapter 11 filing, and solicitation must start by November 10. The deal terms are unchanged in the filing.
21 Oct 2016material agreement▼ BadMajor
On October 20, 2016 Stone signed a restructuring support agreement with noteholders holding about 85.4% of its convertible and 2022 notes, backing a prepackaged chapter 11 filing on or before December 9, 2016. Noteholders would get 95% of the new stock, $225 million of new second lien notes and a share of Appalachia sale proceeds; existing shareholders would get 5% of the new stock plus warrants for up to 15% of post-petition equity (the stock subject to dilution from the warrants and a management incentive plan). Stone also agreed to sell about 86,000 net Appalachian acres to an affiliate of Tug Hill for $360 million cash, expected to close by February 27, 2017; no agreement has yet been reached with the bank lenders, and the plan would remove about $850 million of debt. This resolves the earlier strategic review with a heavily diluting outcome for shareholders, but it is not yet confirmed.
14 June 2016material agreement● NeutralMajor
On June 14, 2016 Stone and its banks amended the credit agreement, raising the borrowing base to $360 million from $300 million with no redetermination until January 15, 2017. Terms include a $125 million minimum liquidity requirement, limits on capital spending, liens on deposit accounts, and permission for second lien debt to refinance the convertible and senior notes. Stone repaid $56.8 million, leaving $360 million outstanding (including $18.3 million of letters of credit) and about $185 million cash; this replaces the installment cure from May, and restructuring alternatives including a prepackaged or prearranged bankruptcy are still under review.
16 May 2016listing compliance notice▼ BadMajor
Stone chose to cure the $175.3 million borrowing base shortfall by paying it in six equal monthly installments, and paid the first, about $29.2 million, on May 13, 2016. It says it is weighing a private restructuring, asset sales, or a prepackaged or prearranged bankruptcy, is negotiating with holders of its $300 million 2017 convertible notes and $775 million 2022 notes, and chose not to pay the roughly $29 million 2022 notes interest due May 16, using the grace period to June 14, 2016 even though it says it has enough liquidity. A second NYSE notice is expected because market capitalization and stockholders' equity are each below $50 million; the reverse split proposal would not fix this one, and Stone would have 18 months to submit a plan if NYSE accepts it.
5 May 2016listing compliance notice▼ BadMajor
Stone reported first quarter 2016 results (reported net loss $188.8 million after $129.2 million of impairments; adjusted net loss $44.1 million; cash $367 million). The Amethyst well was shut in in late April for a suspected blockage, the remaining Pompano platform rig program was suspended due to capital constraints, and 2016 production guidance was cut to 26-28 MBoe per day. The NYSE also notified Stone on April 29, 2016 that its average share price had been under $1.00 for 30 trading days; it has six months to regain compliance, and the May 19 meeting includes a reverse stock split proposal that could address this.
14 Apr 2016debt financing▼ BadMajor
On April 13, 2016 the banks cut Stone's borrowing base to $300 million from $500 million; with $457 million borrowed and $18.3 million of letters of credit, there is a $175.3 million shortfall, against about $360 million cash. Stone must elect within 30 days how to cure it (repay, add collateral, or pay in six monthly installments). Q1 2016 output was about 34 MBoe per day, with Cardona at about 17,400 Boe per day and the Amethyst well at about 24 MMcfe per day; Mary field stayed shut in. Stone is also talking with BOEM about financial assurances for abandonment obligations.
11 Mar 2016debt financing▼ BadMajor
On March 9, 2016 Stone drew $385 million on its bank credit facility, bringing borrowings to $477 million plus $19 million of letters of credit, at about 5% interest. The banks requested a borrowing base redetermination and Stone expects the base to fall below current borrowings, which would force it to repay or cure the shortfall. Stone also hired Lazard and Latham & Watkins to advise on financial, transactional and strategic alternatives, a sharp change from the 2014 position of an undrawn $500 million base.
8 Dec 2014production update▲ GoodMajor
On Dec 8, 2014 Stone reported its Pribble 6HU Utica shale well (90% WI, West Virginia) flowed about 30 Mmcf per day over a 5-day test, which the company described as one of the highest rates per thousand feet of lateral in the area. Stone has a new rig due in late 2015 and about 30,000 Utica acres in the Mary field. This follows up the Utica development plans in the Appalachia thread.
3 Dec 2014production update▲ GoodMajor
On Dec 3, 2014 Stone said Cardona (65% WI) began production in November 2014, ahead of the sanctioned schedule and under budget; wells #4 and #5 are expected to reach a combined 12,000 boe per day gross within four weeks, flowing through Pompano. This is earlier than the early-2015 first production previously expected. Madison (40%, Noble operated) spud in late October 2014, with Vernaccia (32%) and Harrier (37%) drilling planned for Q1 2015.
1 Aug 2014asset acquisition disposition● NeutralMajor
On July 31, 2014 Stone completed the shelf properties sale to Talos Energy Offshore LLC for about $177.6 million cash after preliminary adjustments (down from $200 million), with the buyer assuming about $117 million of abandonment liabilities. The proceeds are held by a like-kind exchange intermediary: replacement property must be identified by Sept 14, 2014 and closed by Jan 27, 2015 to defer tax on the gain. This resolves the pending shelf sale; Stone keeps the four-year 50% deep-rights option.