Magellan Petroleum Corp. Reports Operating Results (10-Q)

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Nov 13, 2009
Magellan Petroleum Corp. (MPET, Financial) filed Quarterly Report for the period ended 2009-09-30.

MAGELLAN PETROLEUM CORP. is engaged directly and through its majority-owned subsidiary, in the sale of oil and gas and the exploration for and development of oil and gas reserves. At June 30, 1996, Co.'s principal asset was a 50.7% equity interest in its subsidiary, Magellan Petroleum Australia Limited. Magellan Petroleum Corp. has a market cap of $56.5 million; its shares were traded at around $1.36 with a P/E ratio of 45.3 and P/S ratio of 2.1. Magellan Petroleum Corp. had an annual average earning growth of 6% over the past 10 years.

Highlight of Business Operations:

As previously disclosed in a current report filed on February 10, 2009, the Company entered into a Securities Purchase Agreement (the Purchase Agreement), dated February 9, 2009, with Young Energy Prize, S.A. (YEP) under which the Company agreed to sell, and YEP agreed to purchase, 8,695,652 shares (the Shares) of the Companys common stock, par value $0.01 per share (the Common Stock) at a purchase price of $1.15 per share, or an aggregate of $10,000,000. On April 3, 2009, the Company and YEP amended the Purchase Agreement to, among other things, extend the outside termination date for the closing of YEPs equity investment from April 30, 2009 to June 30, 2009, in order to complete the YEP equity investment transaction. On June 30, 2009, the Company and YEP agreed to further amend the Purchase Agreement (the Second Amendment). Under the Second Amendment, YEP was obligated to initiate a wire transfer of the purchase price for the Shares to an account designated by the Company no later than July 8, 2009. Also, at the request of YEP, the Company and YEP agreed to extend the termination date under the Purchase Agreement for an additional two (2) week period. On July 9, 2009, the Company and YEP completed the issuance and sale of the Shares to YEP. The Company received gross proceeds of $10 million, which will be used for general corporate and working capital purposes.

On July 9, 2009, the Company also executed and delivered to YEP a Warrant Agreement entitling YEP to purchase an additional 4,347,826 shares of the Companys Common Stock (the Warrant Shares) at an exercise price of $1.20 per Warrant Share. The Warrant has a term of five years. The Warrant contains customary anti-dilution provisions and other adjustments that may have the effect of reducing the Warrant exercise price and/or increasing the number of Warrant Shares. In addition, the Warrant contains a minimum price adjustment provision that will be triggered if, at any time during the five-year term of the Warrant, the Company sells or otherwise issues additional shares of its Common Stock (or options, warrants or other convertible securities related to its Common Stock) for a consideration per share of less than $1.15, then the Company must reduce the Warrant exercise price and/or increase the number of Warrant Shares; provided, however, that certain issuances of stock, options or convertible securities by the Company are deemed excluded issuances which will not trigger the adjustments. The Warrant also contains a net issuance exercise provision, which permits YEP to exercise its Warrant and acquire some or all of the Warrant Shares, and pay the related warrant exercise price to the Company by delivering a net issue election notice. The Company would deduct from the Warrant Shares delivered to YEP that number of Warrant Shares having a market value equal to the aggregate exercise price owed to the Company. Under the First Amendment to the Purchase Agreement, the exercise price payable by YEP for the Warrant Shares was subsequently reduced to $1.15 per share on July 30, 2009 upon completion of YEPs purchase of the ANS Shares from the ANS Parties.

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