TMY » Topics » Item 8.01. Other Events.

This excerpt taken from the TMY 8-K filed Nov 19, 2008.

Item 8.01. Other Events.

In connection with the Termination Agreement, (i) the Company and Transmeridian Exploration Inc. (“TMEI”) terminated their exchange offer and related consent solicitation relating to $290,000,000 aggregate principal amount of TMEI’s 12% Senior Secured Notes due 2010 (CUSIP Nos.: 89376NAC2, 89376NAA6, 89376NAB4, U87289AB7) (the “Existing Notes”) and (ii) UEGL terminated its cash tender offer for all the outstanding shares of 15% senior redeemable convertible preferred stock (CUSIP Nos.: 89376N207, 89376N306) and 20% junior redeemable convertible preferred stock (CUSIP Nos.: 89376N405, 89376N504) of the Company (collectively, the “Preferred Stock”).

As a result of the termination of the exchange offer, TMEI is not required to accept for exchange any of the Existing Notes, and the previously announced exchange offer consideration will not be paid or become payable to holders of the Existing Notes who validly tendered their Existing Notes and delivered their consents in connection with the exchange offer and related consent solicitation. All tendered Existing Notes will be returned to the holders thereof as promptly as practicable. Additionally, the amendments to the indenture governing the Existing Notes set forth in the third supplemental indenture dated as of October 24, 2008 will not become operative. Further, the amendments contained in the new related security documents will not become operative.

As a result of the termination of the tender offer, UEGL has informed the Company that all Preferred Stock previously tendered and not withdrawn will be returned to the holders thereof as promptly as practicable, and that no Preferred Stock was purchased in the tender offer.

On November 17, 2008, UEGL and the Company issued a press release announcing the termination of the Investment Agreement, the exchange offer relating to the Existing Notes and the tender offer relating to the Preferred Stock. A copy of the press release is attached as Exhibit 99.2.


This excerpt taken from the TMY DEFA14A filed Sep 23, 2008.

Item 8.01 Other Events.

Amendment to Terms of Exchange Offer

On September 23, 2008 the Company issued a press release announcing amendments to (i) the offer to exchange up to $290,000,000 of the existing senior secured notes of Transmeridian Exploration Inc., a wholly owned subsidiary of the Company, for new notes and cash consideration and (ii) a related consent solicitation. A copy of the press release is attached as Exhibit 99.1.

Press Release Announcing Amendment of Investment Agreement and Extension of the Tender Offer

On September 23, 2008, the Company and UEGL issued the press release filed herewith as Exhibit 99.2 announcing the amendment of the Investment Agreement and the extension and modification of the Tender Offer. A copy of the press release is attached as Exhibit 99.2.

This excerpt taken from the TMY 8-K filed Sep 23, 2008.

Item 8.01 Other Events.

Amendment to Terms of Exchange Offer

On September 23, 2008 the Company issued a press release announcing amendments to (i) the offer to exchange up to $290,000,000 of the existing senior secured notes of Transmeridian Exploration Inc., a wholly owned subsidiary of the Company, for new notes and cash consideration and (ii) a related consent solicitation. A copy of the press release is attached as Exhibit 99.1.

Press Release Announcing Amendment of Investment Agreement and Extension of the Tender Offer

On September 23, 2008, the Company and UEGL issued the press release filed herewith as Exhibit 99.2 announcing the amendment of the Investment Agreement and the extension and modification of the Tender Offer. A copy of the press release is attached as Exhibit 99.2.

This excerpt taken from the TMY 8-K filed Aug 26, 2008.

Item 8.01. Other Events.

On August 25, 2008, Transmeridian Exploration Incorporated (the “Company”) issued a press release announcing the extension of (i) the expiration time with respect to its offer to exchange up to $290,000,000 of the existing senior secured notes of Transmeridian Exploration Inc., a wholly owned subsidiary of the Company, for new notes and cash consideration and the concurrent consent solicitation and (ii) the related consent payment deadline. A copy of the press release is attached as Exhibit 99.1.

This excerpt taken from the TMY DEFA14A filed Jul 24, 2008.

Item 8.01. Other Events.

On July 22, 2008, Transmeridian Exploration Incorporated (“Transmeridian”) and United Energy Group Limited (“UEGL”) entered into a letter agreement amending the Investment Agreement, dated June 11, 2008, between Transmeridian and UEGL (the “Investment Agreement”). Under the terms of the letter agreement, UEGL would have the right to receive additional shares of Transmeridian’s new series B-1 redeemable convertible preferred stock (“Series B-1 preferred stock”) to be issued to UEGL, at a price of $100 per share, to the extent of UEGL’s funding of Transmeridian’s obligations to pay the cash consideration currently contemplated by the Company and UEGL to be paid to holders of the 12% Senior Secured Notes due 2010 (“Old Notes”) of Transmeridian Exploration Inc. (the “Issuer”) in the exchange offer for a new series of the Issuer’s senior secured notes (“New Notes”). This obligation to issue additional shares of Series B-1 preferred stock is in addition to Transmeridian’s obligation to issue shares of Series B-1 preferred stock in exchange for New Notes or Old Notes held by UEGL at or following the Swap closing, or to the extent of UEGL’s funding of Transmeridian’s obligation to make a change of control offer to holders of the Old Notes as a result of the consummation of the transactions contemplated by the Investment Agreement (the “Swap Closing”). However, the aggregate number of shares of Series B-1 preferred stock that may be issued in these circumstances would remain capped at 580,000 shares, in addition to the 1,512,158 shares of Series B-1 preferred stock, 622,897 shares of series B-2 redeemable convertible preferred stock and warrants to purchase up to 38,653,960 shares of the Company’s common stock to be issued at the Swap Closing. In addition, the letter agreement further provides that UEGL may elect to receive New Notes in lieu of shares of Series B-1 preferred stock in a principal amount equal to the total amount of such funding minus the purchase price of any Series B-1 preferred stock.

Following the Swap Closing, UEGL will exchange any Old Notes held by it for New Notes or shares of Series B-1 preferred stock subject to and in accordance with the terms of the Investment Agreement and the letter agreement. The election to receive New Notes, Series B-1 preferred stock or a combination of both is to be made by UEGL upon five business days notice to Transmeridian.

Transmeridian currently intends to solicit proxies for use at either the 2008 annual meeting or a special meeting of common stockholders, or at any adjournment or postponement thereof, to vote in favor of approval and adoption of the Investment Agreement and certain other matters related to the consummation of the transactions contemplated thereby and, in the case of the 2008 annual meeting to vote on any other matters that shall be voted upon at Transmeridian’s 2008 annual meeting of stockholders. Transmeridian currently intends to file a proxy statement on Schedule 14A with the U.S. Securities and Exchange Commission (the “SEC”) in connection with this solicitation of proxies. All Transmeridian common stockholders are strongly encouraged to read the proxy statement when it becomes available, because it will contain important information. Transmeridian common stockholders may obtain copies of the proxy statement and related materials, if and when they are available, for free at the SEC’s website at www.sec.gov.

The identity of people who, under SEC rules, may be considered “participants in a solicitation” of proxies from Transmeridian stockholders for use at Transmeridian’s 2008 annual


meeting or a special meeting of stockholders and a description of their direct and indirect interests in the solicitation, by security holdings or otherwise, will be contained in the proxy statement on Schedule 14A that Transmeridian currently intends to file with the SEC.

This current report is not an offer to sell New Notes or an offer to exchange New Notes for Old Notes and is not a solicitation of an offer to sell Old Notes or to exchange Old Notes for New Notes. Any securities offered in connection with the transaction will not be or have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from applicable registration requirements. The foregoing exchange offer and related consent solicitation will be made solely by an offer to exchange and consent solicitation statement and related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.

This current report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created therein. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including but not limited to those discussed in Transmeridian’s Annual Report on Form 10-K for the year ended December 31, 2007, as amended, and other filings with the SEC. Although Transmeridian believes the assumptions underlying the forward-looking statements contained herein are reasonable, there can be no assurance that the forward-looking statements included in this current report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion herein should not be regarded as a representation by Transmeridian or any other person that the objectives and plans of Transmeridian will be achieved.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  TRANSMERIDIAN EXPLORATION INCORPORATED
Date: July 23, 2008   By:   /s/ Earl W. McNiel
  Name:   Earl W. McNiel
  Title:   Vice President and Chief Financial Officer

 

 

 

This excerpt taken from the TMY 8-K filed Jul 24, 2008.

Item 8.01. Other Events.

On July 22, 2008, Transmeridian Exploration Incorporated (“Transmeridian”) and United Energy Group Limited (“UEGL”) entered into a letter agreement amending the Investment Agreement, dated June 11, 2008, between Transmeridian and UEGL (the “Investment Agreement”). Under the terms of the letter agreement, UEGL would have the right to receive additional shares of Transmeridian’s new series B-1 redeemable convertible preferred stock (“Series B-1 preferred stock”) to be issued to UEGL, at a price of $100 per share, to the extent of UEGL’s funding of Transmeridian’s obligations to pay the cash consideration currently contemplated by the Company and UEGL to be paid to holders of the 12% Senior Secured Notes due 2010 (“Old Notes”) of Transmeridian Exploration Inc. (the “Issuer”) in the exchange offer for a new series of the Issuer’s senior secured notes (“New Notes”). This obligation to issue additional shares of Series B-1 preferred stock is in addition to Transmeridian’s obligation to issue shares of Series B-1 preferred stock in exchange for New Notes or Old Notes held by UEGL at or following the Swap closing, or to the extent of UEGL’s funding of Transmeridian’s obligation to make a change of control offer to holders of the Old Notes as a result of the consummation of the transactions contemplated by the Investment Agreement (the “Swap Closing”). However, the aggregate number of shares of Series B-1 preferred stock that may be issued in these circumstances would remain capped at 580,000 shares, in addition to the 1,512,158 shares of Series B-1 preferred stock, 622,897 shares of series B-2 redeemable convertible preferred stock and warrants to purchase up to 38,653,960 shares of the Company’s common stock to be issued at the Swap Closing. In addition, the letter agreement further provides that UEGL may elect to receive New Notes in lieu of shares of Series B-1 preferred stock in a principal amount equal to the total amount of such funding minus the purchase price of any Series B-1 preferred stock.

Following the Swap Closing, UEGL will exchange any Old Notes held by it for New Notes or shares of Series B-1 preferred stock subject to and in accordance with the terms of the Investment Agreement and the letter agreement. The election to receive New Notes, Series B-1 preferred stock or a combination of both is to be made by UEGL upon five business days notice to Transmeridian.

Transmeridian currently intends to solicit proxies for use at either the 2008 annual meeting or a special meeting of common stockholders, or at any adjournment or postponement thereof, to vote in favor of approval and adoption of the Investment Agreement and certain other matters related to the consummation of the transactions contemplated thereby and, in the case of the 2008 annual meeting to vote on any other matters that shall be voted upon at Transmeridian’s 2008 annual meeting of stockholders. Transmeridian currently intends to file a proxy statement on Schedule 14A with the U.S. Securities and Exchange Commission (the “SEC”) in connection with this solicitation of proxies. All Transmeridian common stockholders are strongly encouraged to read the proxy statement when it becomes available, because it will contain important information. Transmeridian common stockholders may obtain copies of the proxy statement and related materials, if and when they are available, for free at the SEC’s website at www.sec.gov.

The identity of people who, under SEC rules, may be considered “participants in a solicitation” of proxies from Transmeridian stockholders for use at Transmeridian’s 2008 annual


meeting or a special meeting of stockholders and a description of their direct and indirect interests in the solicitation, by security holdings or otherwise, will be contained in the proxy statement on Schedule 14A that Transmeridian currently intends to file with the SEC.

This current report is not an offer to sell New Notes or an offer to exchange New Notes for Old Notes and is not a solicitation of an offer to sell Old Notes or to exchange Old Notes for New Notes. Any securities offered in connection with the transaction will not be or have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from applicable registration requirements. The foregoing exchange offer and related consent solicitation will be made solely by an offer to exchange and consent solicitation statement and related letter of transmittal and only to such persons and in such jurisdictions as is permitted under applicable law.

This current report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbors created therein. Investors are cautioned that all forward-looking statements involve risks and uncertainties, including but not limited to those discussed in Transmeridian’s Annual Report on Form 10-K for the year ended December 31, 2007, as amended, and other filings with the SEC. Although Transmeridian believes the assumptions underlying the forward-looking statements contained herein are reasonable, there can be no assurance that the forward-looking statements included in this current report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion herein should not be regarded as a representation by Transmeridian or any other person that the objectives and plans of Transmeridian will be achieved.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  TRANSMERIDIAN EXPLORATION INCORPORATED
Date: July 23, 2008   By:   /s/ Earl W. McNiel
  Name:   Earl W. McNiel
  Title:   Vice President and Chief Financial Officer

 

 

 

This excerpt taken from the TMY DEFA14A filed Jun 17, 2008.

Item 8.01 Other Events.

On June 11, 2008, the Company issued a press release filed herewith as Exhibit 99.1 announcing the transactions.

This excerpt taken from the TMY 8-K filed Jun 17, 2008.

Item 8.01 Other Events.

On June 11, 2008, the Company issued a press release filed herewith as Exhibit 99.1 announcing the transactions.

This excerpt taken from the TMY 8-K filed May 23, 2008.

Item 8.01 Other Events.

On January 11, 2007, the Company filed a Registration Statement on Form S-3 (File No. 333-139923) (the “Senior Preferred Registration Statement”) with the Securities and Exchange Commission (the “SEC”) with respect to the resale or other disposition from time to time of up to 440,000 shares of the Company’s 15% Senior Redeemable Convertible Preferred Stock (the “Senior Preferred Stock”) and the shares of the Company’s Common Stock issuable upon conversion of the Senior Preferred Stock by the securityholders identified in the “Selling Securityholders” section of the prospectus contained in the Senior Preferred Registration Statement and any prospectus supplement subsequently filed with the SEC relating to the Senior Preferred Registration Statement. The Senior Preferred Registration Statement was declared effective by the SEC on February 6, 2007.

On March 26, 2008, pursuant to the Certificate of Designations, dated December 1, 2006, governing the Senior Preferred Stock (the “Senior Preferred Certificate of Designations”), the Company’s Board of Directors approved and declared a dividend payment of $4.50 per share on the Senior Preferred Stock, payable on April 1, 2008 (or as soon thereafter as practicable) to the holders of record of the Senior Preferred Stock on March 26, 2008. Pursuant to such resolutions of the Company’s Board of Directors and the Senior Preferred Certificate of Designations, the Company paid the preferred portion of such dividend in additional shares of the Senior Preferred Stock on May 21, 2008. Specifically, the Company issued 20,780 additional shares of the Senior Preferred Stock in payment of such dividend.

Pursuant to, and in accordance with, Rule 416(b) promulgated under the Securities Act of 1933, as amended, (i) the number of shares of the Senior Preferred Stock registered for resale or other disposition pursuant to the Senior Preferred Registration Statement is hereby increased to cover the 20,780 additional shares of the Senior Preferred Stock issued in payment of such


dividend, and (ii) the Senior Preferred Registration Statement, which incorporates this Current Report on Form 8-K by reference, is hereby amended to cover the 20,780 additional shares of the Senior Preferred Stock issued in payment of such dividend.

This excerpt taken from the TMY 8-K filed Feb 21, 2008.

Item 8.01. Other Events.

On February 18, 2008, Transmeridian Exploration Incorporated issued a press release included in this report as Exhibit 99.1 and incorporated herein by reference.

This excerpt taken from the TMY 8-K filed Jan 8, 2008.

Item 8.01 Other Events.

On January 11, 2007, Transmeridian Exploration Incorporated (the “Company”) filed a Registration Statement on Form S-3 (File No. 333-139923) (the “Senior Preferred Registration Statement”) with the Securities and Exchange Commission (the “SEC”) with respect to the resale or other disposition from time to time of up to 440,000 shares of the Company’s 15% Senior Redeemable Convertible Preferred Stock (the “Senior Preferred Stock”) and the shares of the Company’s Common Stock issuable upon conversion of the Senior Preferred Stock by the securityholders identified in the “Selling Securityholders” section of the prospectus contained in the Senior Preferred Registration Statement and any prospectus supplement subsequently filed with the SEC relating to the Senior Preferred Registration Statement. The Senior Preferred Registration Statement was declared effective by the SEC on February 6, 2007.

On December 24, 2007, pursuant to the Certificate of Designations, dated December 1, 2006, governing the Senior Preferred Stock (the “Senior Preferred Certificate of Designations”), the Company’s Board of Directors approved and declared a dividend payment of $4.50 per share on the Senior Preferred Stock, payable on January 2, 2008 (or as soon thereafter as practicable) to the holders of record of the Senior Preferred Stock on December 25, 2007. Pursuant to such resolutions of the Company’s Board of Directors and the Senior Preferred Certificate of Designations, the Company paid such dividend in additional shares of the Senior Preferred Stock and, in lieu of any resulting fractional shares of the Senior Preferred Stock, shares of the Company’s Common Stock. Specifically, the Company issued 19,885 additional shares of the Senior Preferred Stock and 1,396 shares of the Company’s Common Stock (in lieu of the resulting fractional shares of the Senior Preferred Stock) in payment of such dividend.

Pursuant to, and in accordance with, Rule 416(b) promulgated under the Securities Act of 1933, as amended, (i) the number of shares of the Senior Preferred Stock and the Company’s Common Stock registered for resale or other disposition pursuant to the Senior Preferred Registration Statement is hereby increased to cover the 19,885 additional shares of the Senior Preferred Stock and 1,396 shares of the Company’s Common Stock issued in payment of such dividend, and (ii) the Senior Preferred Registration Statement, which incorporates this Current Report on Form 8-K by reference, is hereby amended to cover the 19,885 additional shares of the Senior Preferred Stock and 1,396 shares of the Company’s Common Stock issued in payment of such dividend.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    TRANSMERIDIAN EXPLORATION INCORPORATED
Date: January 8, 2008   By:  

/s/ Earl W. McNiel

  Name:   Earl W. McNiel
  Title:   Vice President and Chief Financial Officer
This excerpt taken from the TMY 8-K filed Nov 1, 2007.

Item 8.01 Other Events.

On November 1, 2007, Transmeridian Exploration Incorporated (the “Company”) issued a press release announcing that it has received final, non-binding bids for the acquisition of the Company and is in active negotiations with prospective buyers. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

* * * *

On October 22, 2007, the Company issued a press release announcing that it has received Kazakhstan Government approval for its Gas Utilization Program with increased gas flaring volumes for 2007 and all of 2008. A copy of this press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

This excerpt taken from the TMY 8-K filed Mar 27, 2007.

Item 8.01 Other Events.

In the Form 10-K of Transmeridian Exploration Incorporated (the “Company”) for the fiscal year ended December 31, 2006 (the “2006 Form 10-K”), the Company reported total proved net reserves as of such date of 67,189,186 barrels of oil. The present value of the estimated future net revenues from such proved reserves, before income tax, discounted at 10% per annum and based on prices being received as of December 31, 2006, with oil price assumptions held constant throughout the estimated producing life of the reserves, was $514,129,115. The estimates of proved reserves and the present value of the estimated future net revenues from the Company’s proved reserves as of December 31, 2006 (the “SEC Case”) were prepared by Ryder Scott Company, independent petroleum engineers, in accordance with U.S. Securities and Exchange Commission (“SEC”) guidelines. The pricing assumption used in such estimates, based on prices being received at December 31, 2006, was $35.59 per barrel less a $2.25 per barrel oil transportation cost for trucking.

Ryder Scott prepared a sensitivity case as of January 1, 2007 using alternative crude oil pricing assumptions provided by the Company. The alternative pricing reflects the Company’s entry into the regional pipeline system, and assumes that first sales will commence on April 1, 2007. Under this sensitivity case, the oil price assumptions beginning April 1, 2007 were based upon an export sales price negotiated by the Company equal to Brent (dated) crude less $6.50, or $55.26 per barrel, less an $8.70 per barrel pipeline transportation cost. The $8.70 per barrel transportation cost was assumed to decrease to $6.52 per barrel effective July 1, 2007. All other assumptions in the sensitivity case, as well as the future production forecasts, remained unchanged from the SEC Case reported in the 2006 Form 10-K. Under the sensitivity case, the present value of the estimated future net revenues from the Company’s proved reserves, before income tax, discounted at 10% per annum, with oil price assumptions held constant throughout the estimated producing life of the reserves, was $969,570,966. The estimates of proved reserves and the present value of the estimated future net revenues from the Company’s proved reserves as of January 1, 2007 were prepared by Ryder Scott in accordance with SEC guidelines.

This excerpt taken from the TMY 8-K filed May 1, 2006.

Item 8.01 Other Events.

On April 26, 2006, the Company issued a press release announcing that it has signed contracts with Sun Drilling LLP for the provision of three drilling rigs and one completion rig in the South Alibek Field in Kazakhstan. A copy of this press release is attached hereto as Exhibit 99.1.

This excerpt taken from the TMY 8-K filed Feb 17, 2006.

Item 8.01 Other Events.

 

On February 16, 2006, the Company issued a press release providing an operations update and announcing, among other matters, the settlement of the litigation involving Rig 232; a copy of this press release is attached hereto as Exhibit 99.1.

 

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