14 Feb 2017director interest notice● Neutral
TELLURIAN INC. /DE/ SVP - CFO, Treas, Corp Sec. Antoine Jean Lafargue acquired 800,000 shares and disposed of 321,873 in a set of related equity transactions.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
10 Feb 2017securities registration● Neutral
TELLURIAN INC. /DE/ filed an automatic shelf registration, effective immediately as a well-known seasoned issuer.
10 Feb 2017securities registration● Neutral
TELLURIAN INC. /DE/ filed an automatic shelf registration, effective immediately as a well-known seasoned issuer.
10 Feb 2017director interest notice● Neutral
TELLURIAN INC. /DE/ director Ronald Pettirossi received 24,713 shares as part of the equity award.
10 Feb 2017director interest notice● Neutral
TELLURIAN INC. /DE/ director J Robinson West received 41,712 shares as part of the equity award.
10 Feb 2017director interest notice● Neutral
TELLURIAN INC. /DE/ director Brendan S Macmillan received 32,713 shares as part of the equity award.
10 Feb 2017business combination▲ GoodMajor
The merger closed: Magellan Petroleum renamed itself Tellurian Inc., and Tellurian Investments (the accounting acquirer in this reverse merger) became its operating subsidiary -- the company's identity, leadership and strategy had now fully shifted from legacy oil and gas to LNG development.
8 Feb 2017substantial holder notice● Neutral
Hammer Wealth Group Inc reported no remaining TELLURIAN INC. /DE/ shareholding in its periodic institutional filing.
30 Jan 2017business combination● Neutral
Magellan filed supplemental merger-proxy disclosures comparing premiums paid in comparable industry mergers, part of the routine run-up to a shareholder vote on the Tellurian combination.
13 Jan 2017securities registration● Neutral
TELLURIAN INC. /DE/ filed the final prospectus for a registered offering.
13 Jan 2017business combination● NeutralMajor
Magellan filed its definitive joint proxy statement/prospectus and set both shareholder votes for February 9, 2017 (Magellan at 10:00 a.m. in Denver; Tellurian Investments at 3:00 p.m. in Houston). Record dates are Jan 9, 2017 for Magellan and Jan 13, 2017 for Tellurian Investments. The terms are unchanged: 1.300 Magellan shares per Tellurian Investments share, with existing Magellan holders estimated at about 3.4% and former Tellurian Investments holders about 96.3% after closing. This resolves the open question of meeting dates.
10 Jan 2017business combination● Neutral
Magellan filed Amendment No. 4 to the merger registration statement. Terms are unchanged (1.300 Magellan shares per Tellurian Investments share, about $159.3 million value on Aug 2, 2016). The estimated post-merger split is now about 3.4% for existing Magellan holders and about 96.3% for former Tellurian Investments holders (the Dec 28 filing said about 3%). Meeting dates were still blank in this version.
5 Jan 2017business combination▲ GoodMajor
TOTAL's $207 million common stock purchase closed, along with a guaranty from Magellan and a voting agreement binding Tellurian founders Charif Souki and Martin Houston to support a TOTAL board seat -- TOTAL's investment and influence were now locked in ahead of the merger's close.
28 Dec 2016business combination▼ BadMajor
Magellan filed Amendment No. 3 to the merger registration statement and registered 32,350,000 additional Magellan shares, because Tellurian Investments had 148,515,615 shares outstanding as of December 27, 2016 (up from 123,631,000 in the original filing). The estimated post-merger split is now about 3% for existing Magellan holders and about 96.3% for former Tellurian Investments holders, so existing holders are diluted further. Meetings were now pencilled in for 2017.
21 Dec 2016business combination▲ GoodMajor
TOTAL S.A., through TOTAL Delaware, agreed to invest $207 million in Tellurian Investments common stock and secured a board seat in the combined company -- a far larger strategic commitment than GE's, and the beginning of what would become Tellurian's central financing relationship.
12 Dec 2016business combination● Neutral
Magellan filed Amendment No. 2 to the merger registration statement, with the same 1.300-for-1 exchange ratio and the same five Magellan proposals. The estimated ownership shifted again, to about 4.0% for existing Magellan holders and 95.7% for former Tellurian Investments holders. Meeting dates were still not set.
29 Nov 2016business combination▲ GoodMajor
GE Oil & Gas invested $25 million in Tellurian Investments' preferred stock, and the merger agreement was amended to accommodate the deal and extend the closing deadline to January 2017 -- the first outside strategic capital into the pre-merger Tellurian.
14 Nov 2016quarterly activities report▼ Bad
TELLURIAN INC. /DE/ reported quarterly revenue of $0 and a net loss of $44.4 million for the period ended 2016-09-30.
10 Nov 2016securities registration● Neutral
TELLURIAN INC. /DE/ amended a filing by which it registered a securities offering with the SEC using its shelf eligibility.
8 Nov 2016business combination● Neutral
Magellan filed Amendment No. 1 to the merger registration statement. The terms are unchanged (1.300 Magellan shares per Tellurian Investments share), but the estimated post-merger split moved to about 4.1% for existing Magellan holders and 95.6% for former Tellurian Investments holders, from 4.3% and 95.4%. A new proposal was added for Magellan holders to ratify EKS&H LLLP as auditor for the year ending June 30, 2017. Meeting dates were still blank.
20 Oct 2016listing compliance notice▲ Good
Magellan reported it regained compliance with Nasdaq's $2.5 million minimum stockholders' equity rule, resolving the May 17, 2016 deficiency notice. Nasdaq based this on the June 30, 2016 10-K showing pro forma stockholders' equity of $3.7 million. Nasdaq also said that if compliance is not shown in the next periodic report, the company may face delisting.
12 Oct 2016business combination● Neutral
Magellan filed Tellurian Investments' financial statements as part of the pending merger, formally confirming that Tellurian -- not Magellan -- would be treated as the business the deal is really about.
12 Oct 2016securities registration● Neutral
TELLURIAN INC. /DE/ registered a securities offering with the SEC using its shelf eligibility.
5 Oct 2016capital raising announcement● Neutral
Ahead of the Tellurian merger's close, Magellan agreed to pay off remaining obligations tied to its old Poplar oil field (a contingent production-payment right and its M&A advisor's fee) in stock, cleaning up its balance sheet before the reverse merger.
3 Oct 2016business combination● NeutralMajor
Magellan filed its first registration statement (Form S-4) for the August 2, 2016 merger with Tellurian Investments Inc. Each Tellurian Investments share would convert into 1.300 Magellan shares, a fixed ratio valued at about $159.3 million at the August 2, 2016 Magellan price. Existing Magellan holders would own about 4.3% of the combined company and former Tellurian Investments holders about 95.4%. Both companies' stockholders must approve it, and the meeting dates were still blank. This continues the merger agreement signed in August.
15 Aug 2016director interest notice● Neutral
TELLURIAN INC. /DE/ director J Robinson West acquired 39,835 shares at $2.31 under a company stock plan.
15 Aug 2016director interest notice● Neutral
TELLURIAN INC. /DE/ director Ronald Pettirossi acquired 39,835 shares at $2.31 under a company stock plan.
15 Aug 2016director interest notice● Neutral
TELLURIAN INC. /DE/ director Brendan S Macmillan acquired 39,835 shares at $2.31 under a company stock plan.
3 Aug 2016business combination▲ GoodMajor
Two days after shedding its last oil and gas assets, Magellan signed a merger agreement to combine with Tellurian Investments Inc., the LNG development company co-founded by former Cheniere Energy executives -- the company's entire board and CEO agreed to resign at closing, handing control to the incoming Tellurian team.
2 Aug 2016director interest notice● Neutral
TELLURIAN INC. /DE/ director One Stone Holdings II LP disposed of 22,683,428 shares via option/appreciation-right settlement.