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no...but they have a 2% preferred interest in titan.
Up another 14% today. You in ATLS?
I think TTEN trading on the Gray market is temporary. We'll see in the coming months.
Seems the risk of a going concern was the risk of the concern going away. Impact on liquidity: a positive to be newly unsaddled of significant debt, Preferreds, and commons. We're talking ATLS owns just two percent ownership of Titan Energy, correct?
"Raises significant risks" seems disingenuous, often referred to as a lie. Investing buyers understand the nuanced communication.
ATLS seems is/was the play, Titan Energy commons as collateralizing Atlas' equity. Neat. Crafty.
Yet, do you think Titan Energy to move likewise in measure? Not digging the illiquidity thus far. 5.4M shares is silly, built to not be traded. I pulled quote from my broker's trading desk today, as TTEN trades on the Grays. Was something like .27 by .317. Something like about 1,000 shares traded... yesterday. Nada today. Again, silliness. Was provided ability to trade and with displayed quote spread a few days ago online, but no more. Now have to call broker to find out and for ability to trade.
Look at ATLS....apparently that survived as the management company.
It the past it would have traded lock step with ARP. Since sept. 1 it's almost tippled.
but they have this in their SEC fillings.
"Our ownership interests in ARP will be cancelled upon confirmation and consummation of the Plan, which could impact our liquidity for normal operating expenses, servicing our debt, capital expenditures and distributions to our unitholders and which raises significant risks and uncertainties about our ability to continue as a going concern."
Correction, no ARP* is NOT TRADING as of 9/1.
Sorry, I am following 4 different BK stocks. One of them, SDOCQ, just had a major ruling last Friday. I thought you were referring to that one instead of ARP.
Again, sorry for my confusion.
Actually ARP commons were canceled as of 9/1.
Notice that you can't get a quote for them.
So commons get nothing in 30????!
Until the effective date which is sometime in the next 30 days. So, as of Monday, yes.
Is it still trading?
Is this done? What did commons get
well...technically that changes month to month. even day to day.
So you'd have to look at all of the SEC fillings.
It's perhaps not relevant now.
With commodities at the lows it was debt at 4x assets.
What was Atlas assets to debt previously?
ARP was hedged out to 2019 and it didn't change the prospect of BK cause of the Credit facility.
Now assets are greater than liabilities.
True, true, have considered. Longer term these fiduciary responsibility and no commons input issues do not seem prudent for common investors, if at minimum reflection of company management's consideration of its commons. Seems they want the flexibilty to move and act quickly, unencumbered. Shorter term, I agree with you, no dilution likely. And I think share price increase more likely too. $150M? Huh?
Good chance there are plans which I/we cannot see or conclude.
Per the Cramer vid, previous post, thanks, interesting.
Guess those assets didn't pan out afterall.
As also the one, two, and three year hedging which "even with lower (oil) prices," didn't quite meet the "probably" to work out, either.
"Some guys were actually prudent and responsible," Cramer concludes and explains to his audience at the end of the interview, and in relation to gas and oil production servicers, most (if not all) in trouble at the time.
They were awarded large numbers of un-vested shares. Even more than a fiduciary incentive they have a financial incentive.
BTW
http://oilprice.com/Energy/Energy-General/Only-Higher-Prices-Can-Prevent-The-Imminent-Natural-Gas-Bust.html
Just thinking of your best interests.
My gut feeling is that the concerns you raised are just technical and legal positioning.
But who knows. They may want to artificially inflate their market cap buy issuance...BAA did that in order to stay listed on NYSE Market.
You think they want to be on OTC?
I don't think there will be any near term dilution and I haven't sold a share but these guys tend to be impatient.
Good for a laugh link.
http://www.cnbc.com/id/47512372
New 8-K today.
http://services.corporate-ir.net/SEC/Document.Service?id=P3VybD1hSFIwY0RvdkwyRndhUzUwWlc1cmQybDZZWEprTG1OdmJTOWtiM2R1Ykc5aFpDNXdhSEEvWVdOMGFXOXVQVkJFUmlacGNHRm5aVDB4TVRFeU56ZzROeVp6ZFdKemFXUTlOVGM9JnR5cGU9MiZmbj1BdGxhc1Jlc291cmNlUGFydG5lcnNMUF84S18yMDE2MDkwNy5wZGY=
"On the Effective Date, the Company initially issued 5,000,000 new Common Shares in accordance with the Plan. The Second Lien Lenders received 500,000 Common Shares (representing 10% of the initially outstanding Common Shares). Holders of the Notes, in exchange for 100% of the $668 million aggregate principal amount of Notes outstanding plus accrued but unpaid interest as of the commencement of the Chapter 11 cases, received 4,500,000 Common Shares (representing 90% of the initially outstanding Common Shares). On the Effective Date, the Company also issued the Series A Preferred Share to Titan Management."
"“Fallaway Date” means the first date on which the ratio of Total Debt (as defined in the ARP Credit Agreement as of the Closing Date), as of such date, to EBITDA (as defined in the ARP Credit Agreement as of the Closing Date, excluding, without duplication, gains and losses arising out of mark to market and cash settlement, prior to the Closing Date, of commodity derivative contracts) for the last 12 months preceding the date of determination is less than 3.5 to 1, as reflected in any regularly prepared quarterly or annual financial statements of the Company."
They are saying LLC Contract supercedes State Law.
(the judge approved this?)
http://archive.fast-edgar.com//20160908/AL2ZF22JZ22R2JZ2222M2ZXKDIQCZZ22X882/
The following is a summary of:
• the default fiduciary duties under the Delaware Act; and
• the standards contained in the LLC Agreement that replace the default fiduciary duties. .
State law fiduciary duty standards:
Fiduciary duties are generally considered to include an obligation to act in good faith and with due care and loyalty. The duty of care, in the absence of a provision in a limited liability company agreement providing otherwise, would generally require a manager of a Delaware limited liability company to act for the company in the same manner as a prudent person would act on his own behalf. The duty of loyalty, in the absence of a provision in a limited liability company agreement providing otherwise, would generally prohibit the manager of a Delaware limited liability company from taking any action or engaging in any transaction where a conflict of interest is present.
The Delaware Act generally provides that a limited liability company member may institute legal action on behalf of the company to recover damages from a third party where the company (through its managers) has refused to institute the action or where an effort to cause the company to do so is not likely to succeed. These actions include actions against a manager for breach of its fiduciary duties or of the limited liability company agreement. In addition, the statutory or case law of some jurisdictions may permit a member to institute legal action on behalf of itself and all other similarly situated member to recover damages from a manager for violations of its fiduciary duties to the members.
LLC Agreement modified standards:
The LLC Agreement has eliminated any default fiduciary standards owed to the Company or its shareholders. Instead, directors and officers are accountable to the Company and its shareholders pursuant to the contractual standards set forth in the LLC Agreement, which requires that, when the directors or officers are acting in their capacity as officers or directors, as opposed to in their individual capacity, they must act in “good faith,” meaning that they believed that the decision was not adverse to the Company’s interests. These contractual standards reduce the obligations to which directors or officers would otherwise be h
Geez, thanks for the clarification.
Nope, certainly not buying more.
don't buy any more...lets take a wait and see approach.
Try these snippets on for size:
Issuance of Additional Securities
"The LLC Agreement authorizes the Company to issue an unlimited number of additional Company securities for the consideration and on the terms and conditions determined by the Board without the approval of the shareholders."
Amendment of the LLC Agreement
General. Amendments to the LLC Agreement may be proposed only by the Board; provided, that amendments to the LLC Agreement prior to the Fallaway Date in connection with a merger, consolidation or conversion of the Company may only be proposed by the Class B directors. However, the Board will have no duty or obligation to propose any amendment and may decline to do so free of any duty or obligation whatsoever to the Company or the shareholders, including any duty to act in good faith or in the best interests of the Company or the shareholders. To adopt a proposed amendment, other than the amendments discussed below under “—Amendment of the LLC Agreement—No Shareholder Approval,” the Board is required to seek written approval of the holders of the number of shares required to approve the amendment or call a meeting of the shareholders to consider and vote upon the proposed amendment.
Merger, Consolidation, Conversion, Sale or Other Disposition of Assets
A merger, consolidation or conversion of the Company requires the prior approval of the Board, or, prior to the Fallaway Date, the Class B directors. However, the Board will have no duty or obligation to approve any merger, consolidation or conversion and may decline to do so free of any fiduciary duty or obligation whatsoever to the Company or the shareholders, including any duty to act in good faith or any other standard imposed by the LLC Agreement, the Delaware Act or applicable law.
Conflicts of Interest
The LLC Agreement contains provisions that eliminate any and all fiduciary duties under applicable law and replaces them with contractual standards as set forth therein. The LLC Agreement also restricts the remedies available to shareholders for actions taken that, without such elimination of any fiduciary duties, might constitute breaches of fiduciary duty by the Company’s directors or officers or their affiliates under applicable law.
Seems priced much lower, in fact. Take assets, property, leases, equipment, gas and oil reserves, minus debt, isn't valuation much higher? I think so. $150 M company? How'd they come up with that?
havn't looked at it. Sounds concerning.
...actually I'm willing to bet that it is litigious protections. These are quite complex documents and they have lots of attributes that protect management etc.
I think Leon Cooperman was a holder of the bonds and is on good terms with management...a little data I got from IR about eight months ago.
So I think they will act according to the normal duties of management.
What are the passages that your concerned about.
It was priced at immediate liquidation value.
Yeah...I think their upside is a little more limited than TTEN.
I sold a lot of BBEP bonds to buy the arp bonds but they have both doubled since the sale. So basically the same result via a different vehicle.
I still have about 200k face on that.
They have a great Permian Basin Position but...
There is no pre-pack there and they are fighting it out with 2L in court.
So....
Maybe some weak hands provide buying opportunities, and TTEN moves up nicely several multiples of book.
Original bond holders agreed to an 80% cut? Isn't BK about obligation to and recovery by first lien and senior holders? Seems wildly low valuation, and with no control over ownership. Odd.
Breitburn looking super strong on its bonds. Double in a month to mid 40s now.
True, true!
You're about a double, not bad. I'm in at average in .17s or so, as i acquired more later when bonds traded higher. Still up, of course.
My dream of face value faced me.
Did you read the 8-A? Sharesholders have no say in nothin', except if a 90% quorum is established, and in limited scenarios. There is even wording about mngt not having to act in good faith. Ha.
I got the same value relative to bonds...so we're up.
I have no clue how the market will value this.
Assets - Liabilities at current commodity prices is where it is priced.
Assumes management is totally incompetent.
Perhaps they are.
I just keep in mind that this was once valued at a 3 billion market cap and now it is valued at 150 million.
You/Anyone think TTEN priced to move higher? Priced with discount built in?
OTC says up 0.50 today, currently @ $32.00
Yet OTC published no price yesterday.
Effectively no shareholder rights, your reference?
Yup, odd.
My broker has a TTEN price of $32.00.
Up $31.9999 today.
Bonds priced at about 0.215. Yikes, low.
Atlas pulled a fast one. Judge was mesmerized.
We'll see what happens with the new equity in time.
keep an eye on this
http://ir.eia.gov/wpsr/overview.pdf
new report out at 11 am.
OH...by the way. You might want to take a look at EVEP and MCEP.
Very high quality.
Very interesting read from that 8K this morning. Don't think I've ever seen anything like it.
http://archive.fast-edgar.com//20160908/AL2ZF22JZ22R2JZ2222M2ZXKDIQCZZ22X882/
So gonna watch ARPJQ closely this morning.
It's trading on the Grey Market where the only publically disclosed information is the last trade date. Reading up on the Greys, it appears that this is used as a holding market while the security get registered for a major stock exchange. Two of the steps for the major exchanges take 3 days each. So, it appears that they are working on it up it takes a minimum 6 working days.
I called the transfer agent, left msg, with hope to receive more specifics on price and the anticipated timing of pricing. Not holding my breath, but maybe there is more info which will be relayed. Expect to post if I discover anything tangible.
All info still N/A but at least its "listed".
Titan Energy on the OTC. http://www.otcmarkets.com/stock/TTEN/quote
No price, we're waiting.
Do you have a stock price? Mine still says indetermined. :/
No. if they could have paid the interest there would be no BK
If you had to pay any accrued then you should take that up with your broker and they will straighten it out.
Yeah, you're probably right.
They're wrapping the entire bond liability as one for simple 90% conversion.
I was not confused as to what those numbers meant. I was using the numbers as names.
100% of Senior Notes plus ... plus accrued but unpaid interest get 90% of stock. Since the the "unpaid interest" is before the "get", I was suggesting that the combined asset of the bond value AND unpaid interest would be exchanged for the stock. In mathematical terms:
Redeem side -> receive side
BV + UI -> stock
Since the UI isn't on the receive side of the equation, it doesn't appear that it will be paid. It will be something given up for the stock.
I meant the Senior Notes that were exchanged for stock.
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Atlas Resource is on course for a lightning-quick bankruptcy case, winning court approvals to continue operating under chapter 11 protection and further its goal of completing its restructuring by Labor Day.
Judge Sean Lane of the U.S. Bankruptcy Court in Manhattan on Friday granted Atlas's request to spend $17 million in cash it has on hand to fund its operations, in addition to a number of other approved requests that allow the company to pay bills and employees, as well as manage its cash.
Judge Lane also set a tentative date of Aug. 26 to consider Atlas's bankruptcy-exit plan, although that date will be nailed down next month.
Atlas filed for bankruptcy proceedings on Wednesday, with a fully prepackaged bankruptcy agreement in hand. The deal would slash $900 million in debt from the oil and gas producer's books and has the support of 90% of the company's debtholders, including 33 separate lenders and bondholders, the company's lawyers said during the hearing on Friday.
Atlas lawyer Ron Meisler of Skadden, Arps, Slate, Meagher & Flom said the company is one of 85 oil and gas exploration companies to falter under the weight of what he called an "epic downturn."
But the company is one of only a handful that has been able to execute a fully prepackaged bankruptcy, meaning creditors already have voted formally to accept the restructuring plan, he said. The ability to complete this feat is "a vote of confidence for the debtors' assets and management team," he added.
Under the terms of the plan, two sets of bondholders would exchange $668 million in debt for a 90% ownership stake in the restructured company.
Atlas's current revolving loan, under which the company owes more than $670 million, would be repaid via the liquidation of its hedge positions, and a new $410 million facility would be provided when Atlas exits bankruptcy.
The holders of $250 million in junior loan debt would receive the remaining 10% equity in Atlas in exchange for an interest-rate reduction.
Upon completion of the deal, Atlas's tax status will change to a traditional corporation and its name will be changed to Titan Energy. Its current investors will see their stakes eliminated and could face a tax bill as a result of the company's debt elimination.
Atlas is based in Pittsburgh and has 14,000 producing wells in 17 states.
Atlas Resource Partners filed for chapter 11 bankruptcy 7/27/16 after negotiating a plan to slash some $900 million in debt off its books.
Although the restructuring will substantially reduce the oil and gas producer's debt, its status as a partnership could leave its investors with a hefty tax bill.
Under the pre-negotiated plan, announced last week, the company's unit holders will receive no recovery and their ownership stakes will be canceled, Atlas said. As unit holders in a partnership, rather than shareholders in a corporation, these investors could also face a tax bill for the debt that Atlas cancels in chapter 11.
Atlas's proposed restructuring plan is a debt-for-equity swap with senior bondholders, 80% of which have formally signed on to the deal. The company filed for bankruptcy to execute the agreement.
Under the terms of the agreement, two sets of bondholders would exchange $668 million in debt for a 90% ownership stake in the restructured company.
Atlas's current revolving loan, under which the company owes more than $670 million, would be repaid through the liquidation of its hedge positions, and a new $410 million facility would be provided when Atlas exits bankruptcy.
The holders of $250 million in junior loan debt would receive the remaining 10% equity in Atlas in exchange for an interest-rate reduction.
Upon completion of the deal, Atlas's tax status will change to a traditional corporation and its name will be changed to Titan Energy.
Atlas Resources, based in Pittsburgh, filed for bankruptcy with the U.S. Bankruptcy Court in Manhattan, claiming assets in the range of $1 billion to $10 billion, with liabilities in the same range. The oil and gas producer has 14,000 producing wells in 17 states. It said in its most recent financial statement that "lower commodity prices have negatively impacted our revenues, earnings and cash flows. Sustained low commodity prices will have a material and adverse effect on our liquidity position."
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