TETON ENERGY CORP

TETON ENERGY CORP deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

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.

bankruptcy or receivership

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.

material agreement

TETON ENERGY CORP's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

listing compliance notice

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.

bankruptcy or receivership

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.

listing compliance notice

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.

debt financing

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.

asset acquisition disposition

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.

debt financing

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.

debt financing

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.

material agreement

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.

asset acquisition disposition

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.

debt financing

TETON ENERGY CORP's securities were notified for removal from listing and registration on its exchange.

listing compliance notice

Nasdaq certified TETON ENERGY CORP's securities for listing, clearing them to begin trading.

listing compliance notice

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.

capital raising announcement

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%.

capital raising announcement

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.

asset acquisition disposition

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.

material agreement

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.

asset acquisition disposition

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).

material agreement

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.

capital raising announcement

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.

debt financing

On July 26, 2006 the company agreed to sell 2,000,000 new common shares through underwriter Petrie Parkman at $5.20 per share, with an option for 300,000 more; the press release estimates net proceeds of about $9.4 million. This is the first use of the $50 million shelf registered in March 2006, and it dilutes existing holders. The price is below the $6.79 cited in March 2006. The filing does not say how the money will be used.

material agreement

On June 15, 2006 the company entered a $50 million secured revolving credit facility with BNP Paribas, maturing June 15, 2010. This is the company's first debt facility in the history so far; the initial borrowing base is only $3.0 million, so $50 million is the ceiling, not what is available now. It is secured by a first mortgage on its properties and a pledge of subsidiary equity, and some covenants phase in during 2007. The CFO says closing a facility was one of the 2006 milestones.

debt financing

On May 5, 2006 the company closed the Williston Basin (Bakken) purchase from American Oil & Gas that was announced April 10, 2006. Because American added acreage before closing, the 25% interest now covers about 58,000 net acres (not 45,000) and the price rose from $5 million to $6.16 million ($420 per acre). Teton paid $2.46 million at closing from cash on hand and owes $3.69 million by June 1, 2007 to fund American's 50% share of the first two wells, on top of its own 25% share of drilling costs. American holds 50% and operator Evertson 25%; the release says two test wells are planned from mid-2006.

asset acquisition disposition

On April 10, 2006 the company signed an agreement with American Oil & Gas to buy a 25% interest in about 45,000 net acres in the Williston Basin, North Dakota (the Bakken oil play), for about $2 million at closing. It must also fund up to $3 million of American's drilling costs through June 1, 2007, on top of its own 25% share. Evertson Operating Company would operate. Closing depends on due diligence and is expected by May 5, 2006, and the company says it expects to fund it from cash on hand. This adds an oil project alongside its gas assets, and the press release states the company's production is currently 100% natural gas.

material agreement

On January 27, 2006 the Noble Energy deal closed after due diligence: Noble paid the remaining $2.7 million and the parties signed three joint operating agreements naming Noble operator. Noble pays 100% of the first 20 wells' costs and gets 75% of net revenues during that period (the press release says Teton receives 25%); afterwards costs split 75/25. This completes the transaction announced January 4 with terms unchanged, and the press release says Noble is still evaluating the acreage and developing drilling plans.

asset acquisition disposition

On December 28, 2005 the company signed an agreement letting Noble Energy earn a 75% working interest in its roughly 182,000-acre Eastern DJ Basin acreage (the land bought in 2005 from ATEC/Apollo). Noble pays $3 million ($300,000 at signing, $2.7 million at closing expected late January 2006) and must drill and complete 20 wells, 10 by December 31, 2006 and all 20 by March 1, 2007; Noble would become operator and Teton would keep 25%. The press release says the wells are drilled at no cost to Teton. This moves the DJ Basin from a company-operated project to a partnered one.

asset acquisition disposition

On June 30, 2005 the company closed the third and final tranche of the ATEC/Apollo purchase: about 17,364 acres for roughly $277,818 cash, 39,688 shares and warrants for 19,844 shares at $1.75. This completes the Eastern DJ Basin deal at about 180,671.5 acres for about $2,890,744 cash plus 412,963 shares and 206,482 warrants. The filing is made under the name Teton Energy Corporation, a name change from Teton Petroleum Company that the filing itself does not explain.

asset acquisition disposition

On May 27, 2005 the company closed the second tranche of the ATEC/Apollo purchase: 40,273 more Eastern DJ Basin acres for $644,371 cash, 92,053 unregistered shares and warrants for 46,027 shares at $1.75. Total so far is 163,308 acres for $2,612,926 plus 373,276 shares and 186,638 warrants; about 17,000 acres remain, expected by end of June 2005.

asset acquisition disposition

On April 14, 2005 the company closed the first part of the pending acreage purchase announced in December 2004 and January 2005: leases on 123,034.66 acres in the Eastern Denver-Julesburg Basin (82.3% net revenue interest), paid with cash, 281,223 new unregistered shares and warrants for 140,611 shares at $1.75. About 57,000 more acres are expected in two further closings by end of May and June 2005; the company waived its right to terminate over the 138,063-acre minimum. Cash and counterparty were redacted in this filing.

asset acquisition disposition

On February 15, 2005 the company bought a 25% interest in Piceance Gas Resources, LLC from PGR Partners, which owns about 6,300 acres in Colorado's Piceance Basin, for $5.25 million cash, 450,000 unregistered shares and warrants for 200,000 shares at $2.00 for five years. The press release says the venture's 2005 program calls for at least 8 wells, and that this deal is separate from the pending North American acreage purchase.

material agreement

On January 5, 2005 the company signed a binding purchase and sale agreement replacing the December 2004 letter of intent, paying $322,354 in earnest money (refundable if it terminates because clean-title acreage is under 138,063 acres). Closing is expected on or before April 15, 2005, subject to due diligence; price, seller and location details remain redacted.

material agreement

On December 17, 2004 the company paid a nonrefundable $25,000 for an option to buy oil and gas leases in North America (counterparty, price and acreage location are redacted in the filing). If exercised, part of the price would be paid in shares valued at $1.75 each plus warrants; the company can walk away if clean-title acreage is under 138,063 acres, and it expects to close around April 15, 2005, subject to due diligence and board approval.

material agreement

the American Stock Exchange certified TETON ENERGY CORP's securities for listing, clearing them to begin trading.

listing compliance notice