Past year: ▼ 24%(90.0c – 1.50 AUD)
Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
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.
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 2016asset acquisition disposition▲ GoodMajor
The One Stone exchange closed: Magellan handed over 100% of Nautilus Poplar (its Montana oil production) and 51% of Utah CO2 LLC in return for cancelling all of its own Series A preferred stock, plus $900,000 cash from One Stone -- Magellan exited US oil production for good, clearing the way for a very different next chapter.
6 June 2016business combination● NeutralMajor
Magellan sent shareholders the definitive proxy for a July 13, 2016 vote on an exchange with One Stone Holdings II LP. One Stone would hand back all of Magellan's Series A convertible preferred stock, and in return would take 100% of Nautilus Poplar LLC (the Montana Poplar field) and 51% of Utah CO2 LLC, adjusted by a cash amount. The board recommends voting for it; approval needs a majority of outstanding shares. This is the step that starts moving Magellan's last US oil asset out, as described in the 2016 One Stone exchange.
23 May 2016listing compliance notice▼ Bad
Nasdaq separately warned Magellan that its stockholders' equity had fallen below the $2.5 million minimum for continued listing, though the company expected the pending One Stone exchange and other asset sales to fix it.
18 Apr 2016capital raising announcement● NeutralMajor
Magellan borrowed $625,000 from One Stone Holdings II LP to fund transaction costs tied to an Exchange Agreement in which One Stone would hand back all of Magellan's Series A preferred stock in return for taking Magellan's entire US oil and gas subsidiary, Nautilus Poplar, and 51% of another subsidiary -- Magellan was preparing to exit US production entirely.
8 Mar 2016listing compliance notice▲ Good
Magellan regained Nasdaq compliance on the minimum bid price after its stock held above $1.00 for the required ten days, closing out the deficiency first flagged in November 2015.
12 Nov 2015listing compliance notice▼ Bad
Nasdaq issued a third minimum-bid-price deficiency notice to Magellan, the stock again having closed below $1.00 for 30 straight days.
31 July 2015listing compliance notice▲ Good
Amendment reporting that Nasdaq confirmed on July 27, 2015 that Magellan had regained compliance with the $1.00 minimum bid price rule, after the January 27, 2015 deficiency notice. The bid price was at least $1.00 for 10 consecutive business days, and Nasdaq closed the matter. This resolves the 2015 notice, though the company's history shows the 2016 notice followed.
2 July 2015debt financing● Neutral
Magellan's Nautilus Poplar subsidiary converted its $5.5 million revolving credit line with West Texas State Bank into a term loan maturing 2020, trading payment flexibility now for a longer, more structured repayment schedule.
2 Feb 2015listing compliance notice▼ Bad
Nasdaq again warned Magellan its stock had closed below the $1.00 minimum bid price for 30 days, restarting the compliance clock less than two years after the first such notice.
24 Dec 2014material agreement● Neutral
Magellan set up a $10 million at-the-market equity sales facility with Cantor Fitzgerald, giving it a standing option to raise cash by selling shares gradually rather than in one underwritten offering.
16 Oct 2014material agreement● Neutral
Magellan repurchased 250,000 shares and the majority of a stock option grant from former CEO and 5%+ holder William Hastings for about $1.45 million -- unwinding part of a departed executive's equity stake.
4 Sept 2014drilling progress report● Neutral
Magellan announced the start of drilling on the Horse Hill-1 exploration well in the UK's Weald Basin -- a new, higher-profile frontier that would later become known for a significant discovery at the site.
31 Mar 2014asset acquisition disposition▲ GoodMajor
The Palm Valley/Dingo sale to Central Petroleum closed, with Magellan receiving AUD $15 million cash and 39.5 million Central shares (worth about AUD $20.7 million) at completion -- ending Magellan's decades-long presence in Australia's Amadeus Basin.
18 Feb 2014material agreement▲ GoodMajor
Magellan agreed to sell its entire Palm Valley and Dingo gas field position -- the Amadeus Basin assets it had just consolidated in 2012 -- to Central Petroleum for AUD $35 million in cash and stock, exiting Australian gas production entirely.
12 Sept 2013material agreement▲ GoodMajor
Magellan's Dingo gas field won a 20-year, take-or-pay supply contract with the Northern Territory's power utility for up to 31 petajoules of gas, giving the newly consolidated Palm Valley/Dingo position a long-term anchor customer.
4 Feb 2013listing compliance notice▲ Good
Amendment reporting that Nasdaq confirmed on February 1, 2013 that Magellan had regained compliance with the $1.00 minimum bid price rule. The notice was first received November 19, 2012, and the bid price stayed at or above $1.00 for 10 consecutive business days. This closes that deficiency matter.
23 Nov 2012listing compliance notice▼ Bad
Nasdaq notified Magellan that its stock had traded below the $1.00 minimum bid price for 30 straight days, starting a 180-day compliance clock -- the first of what became a recurring listing problem.
1 Nov 2012material agreement● Neutral
Magellan's Australian subsidiary contracted Seabird Exploration for about $4.5 million to run a new 3-D and 2-D seismic survey over its offshore NT/P82 exploration permit.
