28 Jan 2010listing compliance notice▼ BadMajor
TETON ENERGY CORP deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
22 Jan 2010bankruptcy or receivership▼ BadMajor
The bankruptcy court confirmed Teton's reorganization plan on January 20, 2010, and it took effect January 22, 2010, completing the Caerus sale that won the December 15 auction. Caerus paid $20,050,000 cash (including a $750,000 deposit) plus rights to 50% of net profits from the WashCo assets (via Teton DJCO) and the Big Horn assets, and acquired 100% of the reorganized company, now Teton Energy LLC. All equity interests, including the roughly 28.4 million common shares outstanding, were cancelled with nothing paid to holders. The 10.75% debentures were cancelled and discharged in exchange for a share of plan distributions, and JPMorgan's prepetition lenders were to receive at least $18,150,000 (subject to adjustment). Teton asked FINRA to stop trading in its stock, has been removed from OTC quotation, and says it will file a Form 15 to deregister its stock and end SEC reporting. This resolves the open questions about confirmation and shareholder treatment: shareholders get nothing.
21 Dec 2009material agreement▼ BadMajor
At the December 15, 2009 bankruptcy auction, Caerus Oil and Gas LLC won, displacing Rise Energy Partners II as the sponsor. Caerus is to acquire 100% of the reorganized Teton for $20,050,000 cash (subject to working capital adjustments) plus a right to 50% of profits (net of Caerus' expenses) from certain assets; the filing says terms are expected to be substantially the same as the Rise agreement, under which all existing equity interests would have been cancelled. Rise is owed a $750,000 break-up fee plus up to $200,000 of expenses, proceeds go out under the Plan, and the confirmation hearing is set for January 8, 2010. The text provided does not state a payment to existing shareholders; the equity cancellation under Caerus is an inference from the 'substantially the same terms' statement.
18 Dec 2009debt financing● Neutral
Effective December 14, 2009, with Bankruptcy Court approval, Teton signed a Fourth Amendment with JPMorgan and its lenders providing up to $750,000 of debtor-in-possession financing, the working-capital line contemplated in the Rise agreement. Teton paid a $15,000 fee, agreed not to take on debt senior to or equal to the lenders', and agreed not to pay court-approved professionals until the court authorizes it. Interest on pre-bankruptcy loans becomes due from the earliest of the Rise deal or sponsorship agreement ending, a sale of all or a material part of the assets, or January 31, 2010.
15 Dec 2009listing compliance notice● NeutralMajor
TETON ENERGY CORP's exchange filed to remove a class of its securities from listing.
13 Nov 2009listing compliance notice▼ BadMajor
NASDAQ told Teton on November 9, 2009 that its stock will be delisted, with trading suspended from November 18, 2009, citing the bankruptcy filing, concerns about the residual equity interest of existing shareholders, and doubts about its ability to keep meeting listing rules. Teton does not intend to appeal, and says the shares will not be immediately eligible for the OTC Bulletin Board or Pink Sheets unless a market maker applies and is cleared. This supersedes the earlier March 15, 2010 bid-price compliance deadline.
9 Nov 2009bankruptcy or receivership▼ BadMajor
Teton and its subsidiaries filed for Chapter 11 bankruptcy on November 8, 2009 (Delaware), ending the months of warnings about a possible filing. Under a Plan Sponsorship Agreement with Rise Energy Partners II, all existing Teton equity interests are to be cancelled and Rise would own 100% of the reorganized company for $11.7 million cash plus a $7.0 million loan, funding repayment of the JPMorgan debt and a distribution to debenture holders and certain unsecured creditors. Rise's offer is open to higher bids (due December 14, auction December 15), with a break-up fee up to $750,000 plus expenses up to $200,000; JPMorgan and the debenture holders have agreed to support the plan, and a $750,000 DIP loan is to be arranged. The text provided does not describe any payment to existing shareholders.
22 Oct 2009debt financing▼ Bad
Effective October 16, 2009 JPMorgan extended its pause on enforcement a further three weeks to November 6, 2009, and agreed that Teton's September 30 quarter financial statements are due by November 30. The $8,484,296 deficiency is still unresolved; the filing does not mention the debenture forbearance or any lasting fix.
5 Oct 2009debt financing▼ Bad
Teton and JPMorgan extended the pause on enforcement again, from September 30 to October 16, 2009, and the debenture holders' interest-payment pause was also extended to October 16. The $8,484,296 deficiency remains uncured, and Teton again says it may have to seek bankruptcy protection if no lasting solution is reached.
21 Sept 2009listing compliance notice▼ BadMajor
JPMorgan extended its pause on enforcement from September 15 to September 30, 2009, and the debenture holders' pause on the interest payment was likewise extended to September 30; the deficiency is still $8,484,296 and unresolved. Separately, NASDAQ notified Teton on September 16 that its stock closed below $1.00 for 30 straight business days, giving it until March 15, 2010 to regain compliance or face delisting (with a possible further 180 days). Teton again says it may have to seek bankruptcy protection.
1 Sept 2009debt financing▼ BadMajor
Effective August 26, 2009 Teton signed a third amendment with JPMorgan after missing the August 25 repayment of an $8,484,296 borrowing base deficiency. The borrowing base is cut further from $20 million to $14 million, and the lenders agree not to demand repayment or foreclose until September 15, 2009 at the latest. Default interest of 2% extra applies from August 25, and Teton must put account control agreements in place and keep pursuing strategic alternatives (more capital, merger, restructuring or sale of substantially all assets). This turns the feared August 25 default into a short, conditional reprieve rather than a fix.
4 June 2009asset acquisition disposition▼ BadMajor
On June 3, 2009 Teton sold its 12.5% non-operated Piceance Basin interest to an undisclosed buyer for about $9.9 million ($7.0 million cash after adjustments), effective June 1, 2009, replacing the Puckett deal that was terminated May 23. The bank borrowing base drops from $20 million to $15 million, leaving a shortfall of about $9.5 million on about $24.5 million borrowed after proceeds are applied. Teton says it lacks the cash or extra collateral to cure it; if not cured or waived, a default occurs August 25, 2009, which would also be a default on the debentures. It has hired Barrier Advisors and RBC Richardson Barr and says it may have to seek bankruptcy protection.
27 May 2009debt financing▼ BadMajor
On May 21, 2009 Teton signed an amendment with JPMorgan setting the borrowing capacity at $20 million, with the next redetermination on August 1, 2009, plus revised interest margins (1.5% to 4.25%), tighter reporting and collateral rules, and a new pledge and security agreement. The filing says $25.5 million of debentures is outstanding, below the $30 million noted in September 2008; the filing does not explain the difference. Separately, Puckett terminated the $10.3 million Piceance sale on May 23, 2009 after the parties could not agree on certain Teton obligations, and Teton is evaluating alternatives for that interest. The sale that might have eased the debt problem has therefore fallen through; the filing does not say whether the borrowing base shortfall was resolved.
22 May 2009debt financing▼ BadMajor
On May 18, 2009 JPMorgan's lenders cut Teton's borrowing base from $32.5 million to $20 million, leaving about $11.5 million more borrowed than allowed. Teton says it lacks cash to make the first repayment, due May 31, and that a default on the bank facility would also be a default on the debentures. It is exploring strategic alternatives and says it may have to seek bankruptcy protection. This is a serious warning for shareholders.
28 Apr 2009material agreement● NeutralMajor
On April 22, 2009 Teton agreed to sell its 12.5% non-operated Piceance Basin interest to Puckett Land Company for $10.3 million before closing adjustments, with closing expected by May 22, 2009 and an effective date of January 1, 2009. This is the Piceance stake kept after the 2007 sale of half to Delta Petroleum.
3 Apr 2009asset acquisition disposition● NeutralMajor
On March 31, 2009 Teton sold its 25% non-operated interest in the Teton-Noble DJ Basin venture, plus its 50% operated interest in undeveloped Frenchman Creek acreage, to Noble Energy for $3.8 million, effective February 1, 2009. This disposes of the DJ Basin position held with Noble, which Teton had earlier kept at 25% of the Noble earning area.
14 Oct 2008material agreement● Neutral
Effective October 7, 2008 Teton exchanged all the warrants issued in May 2007 (rights to buy 3,960,000 shares at $5.00, tied to the 8% convertible notes that matured in May 2008) for 990,000 new shares. Existing holders are diluted by 990,000 shares, but the warrants, which would have run to May 2012, are gone. This closes out a security from the 2007 note financing.
23 Sept 2008debt financing● NeutralMajor
Debenture holders used their 90-day option, and on September 18, 2008 Teton redeemed 25% of the debentures, paying $10 million plus accrued interest from funds held aside for that purpose; $30 million remains, due June 18, 2013. The remaining debentures were exchanged on September 19 into a global debenture under a new indenture with Bank of New York Mellon as trustee, replacing Whitebox Advisors as representative. Teton also announced the JPMorgan borrowing base rose $2.0 million, from $32.5 million to $34.5 million, plus updated 2008 spending and production guidance (figures not given in this filing). This continues the June debenture financing and shrinks it from $40 million.
8 Sept 2008listing compliance notice▼ BadMajor
TETON ENERGY CORP's securities were notified for removal from listing and registration on its exchange.
8 Sept 2008listing compliance notice▲ GoodMajor
Nasdaq certified TETON ENERGY CORP's securities for listing, clearing them to begin trading.
19 June 2008capital raising announcement● NeutralMajor
The $40 million debenture sale announced June 9 closed on June 18, 2008, on the same terms (10.75%, due June 18, 2013, convertible at $6.50). Teton also signed a subordinated guaranty and pledge agreement, under which it guarantees the debenture obligations, with the debenture holders' liens ranking behind JPMorgan's. Net proceeds are about $37.4 million. This completes the earlier agreement and adds new debt and potential new shares.
10 June 2008capital raising announcement● NeutralMajor
On June 9, 2008 Teton agreed to sell $40 million of 10.75% secured convertible debentures due 2013, convertible at $6.50 a share, with RBC Capital Markets as placement agent. Net proceeds of about $37.4 million are meant to repay debt on the JPMorgan credit facility, fund capital spending and general purposes. The debentures sit behind JPMorgan's liens, and could convert into up to 8,411,937 new shares (6,153,847 excluding the maximum interest make-whole), so existing holders face possible dilution. Investors also get a 90-day option to cut their investment by 25%.
23 May 2008asset acquisition disposition● Neutral
This amendment supplies the financial statements of seller Shelby Resources LLC (audited 2007 and 2006, unaudited 2005) and pro forma combined figures for the April 2008 Central Kansas acquisition, which were not in the original filing. It adds no new deal terms.
3 Apr 2008asset acquisition disposition● NeutralMajor
The Kansas deal closed April 2, 2008 at $53.4 million: $40.1 million cash and 2,746,124 new Teton shares ($13.3 million), plus warrants on 625,000 shares at $6.00 (exercisable from July 2, 2008, expiring April 1, 2010). Teton and Shelby Resources set up a 30-month area of mutual interest split 60% Teton / 40% Shelby, and sellers are locked up on share sales until October 2, 2008 with limits after that through July 2, 2009. Teton also expanded its JPMorgan revolver to $150 million (maturing April 2, 2011) with an initial borrowing base of $50 million, conforming base $40 million, replacing the August 2007 $50 million facility. This completes the February letter of intent, adds new shares, and raises borrowing capacity.
26 Feb 2008material agreement● NeutralMajor
On February 26, 2008 the company signed a non-binding letter of intent to buy oil and gas properties in the Central Kansas Uplift from about 14 working interest owners for about $53.4 million: roughly $40.1 million cash and $13.3 million in Teton shares, plus two-year warrants on 625,000 shares at $6.00. Closing is targeted by April 25, 2008, with a $1 million escrow deposit. It is a new growth thread and, if completed, would use the shares and cash, issuing new shares to the sellers.
5 Oct 2007material agreement● Neutral
This amendment only corrects a typo in the earlier October 2 filing: DJ gas volume is '33 thousand MCF', not '33 thousand MMCF's'. Otherwise it repeats the Delta Piceance sale terms unchanged, with no new substance.
5 Oct 2007asset acquisition disposition▲ GoodMajor
The Delta sale closed October 1, 2007: Teton received $33 million cash (about $36.6 million after preliminary adjustments, with about $1.4 million of estimated costs) plus the DJ Basin properties valued at $5 million. It keeps a 12.5% Piceance interest (39 producing wells, 17 awaiting completion, 2 drilling) and takes over operating the 28 DJ wells from November 1, 2007. This completes the agreement announced on September 26.
2 Oct 2007material agreement▲ GoodMajor
On September 26, 2007 the company agreed to sell Delta Petroleum half of its 25% Piceance Basin interest (a 12.5% working interest in 6,314 gross acres) for $33 million cash, plus Delta's producing and undeveloped Denver-Julesburg (DJ) Basin properties in Washington and Yuma counties, Colorado, which Teton values at about $5 million. Teton keeps a 12.5% Piceance interest, must offer Delta first refusal if it sells the rest, and says the proceeds should fund planned capital spending through 2008 without extra dilution (the company's statement).
31 Aug 2007capital raising announcement▼ BadMajor
This amendment, filed August 31, 2007, adds the required disclosure of a private placement closed May 17, 2007: $9.0 million of 8% senior subordinated convertible notes, convertible at $5.00 per share, with warrants for 200% coverage at $5.00 (the 8-K/A text cites 3,600,000 warrant shares for investors plus 360,000 to the placement agent, Commonwealth Associates). Net proceeds were about $8.3 million, for the 2007 capital program. If converted or exercised, this dilutes shareholders; the notes are due May 15, 2008 and convert at market if unpaid and below $5.00. The filing also restates a May 22, 2007 announcement of about 6,250 net acres bought in the Big Horn Basin, Wyoming, for $469,270, with another 5,750 acres expected to close by June 6, 2007.
10 Aug 2007debt financing● NeutralMajor
On August 9, 2007 the company replaced its June 2006 BNP Paribas facility with an amended $50 million revolver from JPMorgan Chase, maturing August 9, 2011, which took over BNP's position. The borrowing base rises from $3.0 million to $14 million (conforming base $11 million); the first redetermination is November 1, 2007, and on November 1, 2008 the borrowing base drops to the conforming base. It drew $11 million at the start, of which about $10.19 million went to assume BNP's position and pay fees, leaving about $811,000 for general use. This confirms the company now carries bank debt of about $11 million.