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JEII: Cash Merger: shareholders to receive approximately $14.0624 in cash, without interest (the "Merger Consideration"), less any required withholding taxes, for each share of Class A Common Stock held.
FINRA deleted symbol:
https://otce.finra.org/otce/dailyList?viewType=Deletions
Jones Energy Announces Completion of Merger with Revolution Resources
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January 07, 2020 16:20 ET | Source: Jones Energy, Inc.
AUSTIN, Texas, Jan. 07, 2020 (GLOBE NEWSWIRE) -- Jones Energy II, Inc. (OTC: JEII) (“Jones Energy” or the “Company”) today announced that it has completed its previously announced merger with Revolution II WI Holding Company, LLC (“Revolution”), an affiliate of Mountain Capital Partners, LP, for aggregate consideration of $201,500,000. Under the terms of the merger agreement, Jones Energy stockholders will receive approximately $14.0624 in cash for each share of Jones Energy Class A common stock, each unit of Jones Energy Holdings II, LLC or each Jones Energy restricted stock unit they own, as applicable, without any interest, less any required withholding taxes. The final consideration of approximately $14.0624 per share reflects the inclusion of all of the Company’s outstanding equity securities entitled to receive the merger consideration as of the closing date and replaces the previously estimated per share price of approximately $14.11. Following the closing, the Company is now a wholly-owned subsidiary of Revolution.
In order to receive the merger consideration to which stockholders are entitled, stockholders will need to complete, execute and deliver a letter of transmittal and certain other documents to the exchange agent, American Stock Transfer & Trust Company, LLC. An information statement about the merger, the letter of transmittal and the other required documents will be mailed to stockholders on or about January 14, 2020. If you have any questions, please contact the Information Agent, D.F. King, at jonesenergy@dfking.com or 800-864-1460 (Toll-Free).
Evercore Group LLC and TD Securities served as financial advisors to Jones Energy, and Baker Botts L.L.P served as its legal counsel. Kirkland & Ellis LLP served as legal counsel for Revolution.
About Jones Energy
Jones Energy is an independent oil and natural gas company engaged in the development and acquisition of oil and natural gas properties in the Anadarko basin of Oklahoma and Texas. Additional information about Jones Energy may be found on the Company’s website at: www.jonesenergy.com.
About Revolution
Revolution is an Oklahoma City based, independent oil and natural gas company engaged in the development and acquisition of oil and natural gas properties in the Mid-Continent region of the United States. Revolution is an affiliate of Mountain Capital Partners, LP, an energy focused private equity fund based in Houston, Texas with approximately $1.0 billion in assets under management.
$JONEQ: Thats typically how it works....... unfortunately
Its the easy out in BK proceedings.
The commons are last.
The preferreds might get something.
You can call the company IR group directly if necessary.
Distributions to Prepetition Noteholders
On the Effective Date and pursuant to the Plan, the Company’s existing securities were cancelled and the Company issued 4,436,130 shares of Class A common stock in Jones Energy II, Inc. (the “Class A Common Stock”), 9,843,870 shares of Class B common stock in Jones Energy II, Inc. (the “Class B Common Stock”), together with a corresponding number of common units in Jones Energy Holdings II, LLC (the “Common Units” and, together with the Class A Common Stock and Class B Common Stock, the “New Common Equity”), and 2,520,000 5-year warrants convertible into New Common Equity (the “New Warrants”). The Company expects that its newly issued Class A common stock and New Warrants will be quoted on the OTC Pink Market under the ticker symbols JEII and JEII.W, respectively.
The holders of the First Lien Notes received their pro rata share of 96% of the New Common Equity, or 30.464 shares of New Common Equity per $1,000 principal amount of First Lien Notes. The holders of the Unsecured Notes received their pro rata share of 4% of the New Common Equity, or 1.017 shares of New Common Equity per $1,000 principal amount of Unsecured Notes due 2022 or 1.034 shares of New Common Equity per $1,000 principal amount of Unsecured Notes due 2023. The distributed New Common Equity is subject to dilution by the Management Incentive Plan (as defined in the Plan) and the New Warrants.
So they will cancel the shares of the company and then create new shares from nothing for the same company? and the previous JONE shareholders get nothing? this should be illegal...
$JONEQ: I got an email from Jones-Energy IR-team
They said definitively that the commons will be cancelled.
So maybe its not like Aegean........ don't see a backstop here
that saves them like Mercuria is doing it for Aegean.
Maybe it floats for a while.
Watching $WFTIF as another possibility
Hi Makinezmoney,
is this still another Aegean-Marine in the making ?????
Yes, most reorganized companies create new shares to satisfy Secured Creditors and sometimes Unsecured Creditors. Former shareholders lose everything with the cancelled previous equity, unless there are specific allowances to previous shareholders, eg., a substantial reverse split to previous holders or warrants to buy new shares at a discount.
It is definitely not right but the U.S. Bankruptcy Laws protect Secured Creditors and a public company's right to exist as a public company provided the Secured Creditors support the reorganization.
As an example, General Motors wiped out all shareholders and pensioners by simply declaring bankruptcy and creating NEW reorganized equity that gave them billions of free dollars. There are thousands of other examples where former shareholders lost everything when the reorganized company's shares were cancelled and NEW shares created out of thin air.
It's like waving a magic wand, wiping out a lot of debt with NEW shares.
The U.S. Bankruptcy Laws are horribly wrong in not protecting former shareholders.
So are they canceling all shares (JONEQ) and then creating new ones (JEII) from nothing?
JONEQ (JNEEQ Preferred Shares): Bankruptcy PLAN effective. All shares cancelled.
https://otce.finra.org/otce/dailyList?viewType=Deletions
New Class A common stock effective today. Ticker JEII:
https://otce.finra.org/otce/dailyList?viewType=Additions
Similar situation just happened with Aegean Marine (ANWWQ) .. could be helpful if you want to do some research
Yeah looks like another ANWWQ situation. I just put an order for 5000 shares .. let’s see how this works out . Fingers crossed
stock not worthless obviously ,they swap for 1bl$ debt , how are they going to sell it if its worthless ,something doesn't add up,
can anyone explain it?
$JONEQ: Another Aegean-Marine in the making ?????
I'm watching and learning with interest.
We shall see.
www.bankruptcydata.com/news-story/jones-energy-court-confirms-plan-debtors-expect-to-emerge-may-17-having-equitized-10bn-of-debt-2019-05-06-97820
https://www.jonesenergy.com/
GO $JONEQ
What worries me not the volume of oil under the ground but the juridical situation of the company :-/
I started buying some @.10-.12 and I played it in the fall when had big run was in at a loss loaded dip then it ran. I knew BK was coming so kept watching then started adding .10-.12 little bits 5K shares here and there
And like I said I knew risk, and saw court papers etc but didn't have to be this way, too much value there for so little debt, potential value to much oil under the ground the new "value" they put on it coming out, is hands on assets and low low value of reserves IMHO.
Just could have been different.
Win some lose some. GL
Your right and I agree just in this case blew my mind owed/value so far off the scales, should have come out new shares etc still public.
Its the risk in a BK you win, you win huge, you lose you lose some I am batting .863 with them so I will keep playing certain ones, this one just, just, I don't know shocking. All in the light of day.
Sold majority today I was in most my share .07-.08
From my POV... These Companies and their lenders are really one-in-the-same (Casino owners), and retail are the casino players. The system is designed for lenders to buy shares REALLY cheap and then sell those shares (pieces of paper with the Companies name on it in exchange for our paper that has the US treasury printed on it) to us via a computer program that sells X amount of shares over a set period of time. Obviously the Company informs them of what news their going to release and when..so they can "play" in the news OR reset the chart so retail starts buying again based on big % swings that they know will attract them like a moth to the flame.
The happier the lender(s) the more likely they will buy up the next funding round, and so on and so forth. As the years go by the Company and lenders walk off into the sunset with fat stacks of retails $$.
That's why Mr. Lender and the Company will work together and screw the pons...they were doing it the whole time
We are pons in a game that the casino owners control... Play wisely! Jmo
What do you mean by "able to get out almost at cost " if shares will be worthless after they got deregistered ?
I know there is always risk in these BK plays, thus why I only play big names or big assets. Can come out of Chapter 11 winner or loser, but, this shocks me, I know what the "worthlessness" of the stock means in court filing in April, but, this didn't have to be the case here. Somebody(ies) making a ton on this deal.
Someone has to explain that to me, It's like "hey mister debt holder, here is something that will generate 10's of billions in the future, can we call it even on the 1 billion and forget those other guys?
It is what it is, at least I am able to get out mostly at cost. Still steam me though, shady lawyers/judges etc.
Thanks, that explains a lot
What Will Happen to My Stock or Bond?
A company's securities may continue to trade even after the company has filed for bankruptcy under Chapter 11. In most instances, companies that file under Chapter 11 of the Bankruptcy Code are generally unable to meet the listing standards to continue to trade on Nasdaq or the New York Stock Exchange. However, even when a company is delisted from one of these major stock exchanges, their shares may continue to trade on either the OTCBB or the Pink Sheets. There is no federal law that prohibits trading of securities of companies in bankruptcy.
Note: Investors should be cautious when buying common stock of companies in Chapter 11 bankruptcy. It is extremely risky and is likely to lead to financial loss. Although a company may emerge from bankruptcy as a viable entity, generally, the creditors and the bondholders become the new owners of the shares. In most instances, the company's plan of reorganization will cancel the existing equity shares. This happens in bankruptcy cases because secured and unsecured creditors are paid from the company's assets before common stockholders. And in situations where shareholders do participate in the plan, their shares are usually subject to substantial dilution.
If the company does come out of bankruptcy, there may be two different types of common stock, with different ticker symbols, trading for the same company. One is the old common stock (the stock that was on the market when the company went into bankruptcy), and the second is the new common stock that the company issued as part of its reorganization plan. If the old common stock is traded on the OTCBB or on the Pink Sheets, it will have a five-letter ticker symbol that ends in "Q," indicating that the stock was involved with bankruptcy proceedings. The ticker symbol for the new common stock will not end in "Q". Sometimes the new stock may not have been issued by the company, although it has been authorized. In that situation, the stock is said to be trading "when issued," which is shorthand for "when, as, and if issued." The ticker symbol of stock that is trading "when issued" will end with a "V". Once the company actually issues the newly authorized stock, the "V" will no longer appear at the end of the ticker symbol. Be sure you know which shares you are purchasing, because the old shares that were issued before the company filed for bankruptcy may be worthless if the company has emerged from bankruptcy and has issued new common stock.
During bankruptcy, bondholders will stop receiving interest and principal payments, and stockholders will stop receiving dividends. If you are a bondholder, you may receive new stock in exchange for your bonds, new bonds, or a combination of stock and bonds. If you are a stockholder, the trustee may ask you to send back your old stock in exchange for new shares in the reorganized company. The new shares may be fewer in number and may be worth less than your old shares. The reorganization plan will spell out your rights as an investor, and what you can expect to receive, if anything, from the company.
The bankruptcy court may determine that stockholders don't get anything because the debtor is insolvent. (A debtor's solvency is determined by the difference between the value of its assets and its liabilities.) If the company's liabilities are greater than its assets, your stock may be worthless. Contact your local Internal Revenue Service (IRS) office or call 1-800-829-1040 for information about how to report worthless securities as a loss on your income tax return. If you don't know whether your stock has value, and you can't find a stock or bond price in the newspaper, ask your broker or the company for information.
And current shareholders will lose everything ?
Current commons will almost certainly be canceled, and new stock will be issued to debtors as they emerge from BK.
Yeah..as a private company.
$JONEQ Wins approval of $1 Billion Debt cutting plan in court Monday May 6th company sees Jones Energy coming out of Chapter 11 now at estimated $300-400 million.
$1 billion in debt not lost $12 billion now all oil companies profits will be rising so that will help with sorting everything out IMHO, let's just see.
Simple headline from the Business Journal proves you have a problem with the truth.
"Jones Energy bankruptcy filing: More than $1B in debt, but hopeful for a quick turnaround"
That's why BK's are good plays, once the bottom is had accumulate, shorts just love pushing that "it's going to .01 a share" narrative.
From the Oil&Gas Jornal
The company said the plan will enable it to maintain operations as usual.
The company produces oil and gas in the Merge play of Oklahoma and in the western Anadarko basin of Oklahoma and the Texas Panhandle.
https://www.ogj.com/articles/2019/04/jones-energy-files-voluntary-bankruptcy.html
Then your short is safe and you should sleep easy at night and not bother with posting, why waste the time? Have a great day!
JONEQ is finished! Loss: $12 Billion or $210/share. Nobody can save it. The company will be shut down soon!
Who thinks it’ll go up
As expected right on time, nothing new.
Entry into Restructuring Support Agreement and Solicitation of Prepackaged Plan
On April 2, 2019, after engaging in extensive, arm’s-length, good-faith negotiations, Jones Energy, Inc. and certain of its affiliates and subsidiaries and holders of approximately 84% in principal of the First Lien Notes and approximately 84% in principal of the Unsecured Notes entered into a restructuring support agreement that contemplates a comprehensive balance sheet restructuring to be implemented through a prepackaged chapter 11 plan (the “Plan”), which the Debtors commenced in the United States Bankruptcy Court for the Southern District of Texas on April 14, 2019.
On April 3, 2019, the Debtors commenced a solicitation of acceptances of the Plan from holders of claims that are eligible to vote—Class 4 (First Lien Notes Claims), Class 5 (Unsecured Notes Claims), and Class 7 (General Unsecured Claims against JEI and/or JEI, LLC). Holders of over 80% of claims in Class 4 and over 80% of the claims in Class 5 have voted in favor of the Plan in accordance with the Restructuring Support Agreement. Jones Energy expects to meet the requirements for confirmation of the Plan and to emerge from bankruptcy shortly after filing.
The Debtors will request that the Bankruptcy Court convene a hearing to approve the adequacy of the Disclosure Statement and confirm the Plan (the “Combined Hearing”) on May 6, 2019, subject to the availability of the Bankruptcy Court. For more information about the proposed restructuring and confirmation of the Plan, please refer to these documents:
Material Modification of Rights of Security Holders.
The information set forth below in Item 8.01 of this Form 8-K regarding the Final Order (I) Approving Notification and Hearing Procedures for Certain Transfers of and Declarations of Worthlessness with Respect to Common Stock and Preferred Stock and (II) Granting Related Relief [Docket No. 84] is incorporated herein by reference.
Item 8.01. Other Events.
Final Order (I) Approving Notification and Hearing Procedures for Certain Transfers of and Declarations of Worthlessness with Respect to Common Stock and Preferred Stock and (II) Granting Related Relief [Docket No. 84]
As previously announced, on April 14, 2019, Jones Energy, Inc. (“Company”) and certain of its affiliates (together with the Company, the “Debtors”) filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Debtors’ chapter 11 cases are being jointly administered under the caption In re Jones Energy, Inc., et al, Case No. 19-32112.
The Company today announces that, on April 16, 2019, the Bankruptcy Court entered the Final Order (I) Approving Notification and Hearing Procedures for Certain Transfers of and Declarations of Worthlessness with Respect to Common Stock and Preferred Stock and (II) Granting Related Relief [Docket No. 84] (the “Order”). The Order sets forth the procedures (including notice requirements) that certain shareholders and potential shareholders must comply with regarding transfers of, or declarations of worthlessness with respect to, the Company’s Common Stock and Preferred Stock (as defined in the Order), as well as certain obligations with respect to notifying the Company with respect to current share ownership (the “Procedures”). The terms and conditions of the Procedures were immediately effective and enforceable upon entry of the Order by the Bankruptcy Court.
Any actions in violation of the Procedures (including the notice requirements) are null and void ab initio, and (a) the person or entity making such a transfer will be required to take remedial actions specified by the Debtors to appropriately reflect that such transfer of the Company’s Common Stock or Preferred Stock is null and void ab initio and (b) the person or entity making such a declaration of worthlessness with respect to the Company’s Common Stock or Preferred Stock will be required to file an amended tax return revoking such declaration and any related deduction to reflect that such declaration is void ab initio.
The foregoing description of the Order is qualified in its entirety by reference to the Final Order (I) Approving Notification and Hearing Procedures for Certain Transfers of and Declarations of Worthlessness with Respect to Common Stock and Preferred Stock and (II) Granting Related Relief [Docket No. 84] filed as Exhibit 99.1 hereto and incorporated herein by reference.
A copy of the Procedures is included in the Order attached hereto as Exhibit 99.1.
Especially w/ the low float and the possible stalking horse bid
I Agree! I think we’ll see some fireworks soon, ,
I Agree! I think we’ll see some fireworks soon
I haven't a clue, I just am accumulating some @.10 for now have some higher but majority are @.10 if it gets anywhere near the .08 again that's when I will lay it on.
This weekend I am going to dig deep into JONE and see what is important, dates, assets etc. It will have a move at some poijt, just have to make sure true bottom is in.
I personally wouldn't short it here, but, I don't ever think it wise or profitable to short anything under a buck.
But, to each their own.
Peace out.
The guy from StockTwits is definitely worried cause he is trying to short this stock!! But there is something called a stalking horse bid ????
JONE changed to JONEQ, bankruptcy. (Preferred Shares JNEEP changed to JNEEQ).
https://otce.finra.org/otce/dailyList?viewType=Symbol%2FName%20Changes
Not sure what you mean by "get your boys to work"....? The Q being added in the morning is all that's needed.
Ya think? That would not be entirely bad at all, rather grab $50K @.03-.05 and play from there than .08-.10 just keep nibbling at it for the moment, get your boys to work.
Time is a wasting.
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