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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Meridian Resource (The) | NYSE:TMR | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.3261 | 0.00 | 01:00:00 |
Texas | 1-10671 | 76-0319553 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
of Incorporation) | Identification No.) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) |
| In the second paragraph on page 19, there is disclosure regarding the Meridian boards preference for a stock-for-stock strategic transaction expressed at a November 5, 2008 board meeting. For clarification, Meridians board preferred a stock-for-stock transaction because of its relatively low execution risk and the potential for shareholders to capture future benefits if there is hidden value in the acquirers portfolio or if a complementary fit provided for a stronger merged entity. |
| In the last paragraph on page 22, there is disclosure regarding resumed discussions with Company A. For clarification, the nature of those discussions concerned the sale of Meridians interest in the Weeks Island field for cash, which Meridian had previously determined, in connection with the offer from Company G, would be detrimental to Meridian in the long run. | ||
| In the fourth paragraph on page 23, there is disclosure regarding an offer from Company J. For clarification, the properties that Company J offered to purchase were Meridians East Texas Chalk acreage and production in Polk County, Texas. In making the determination that Company Js offer undervalued the assets, Meridian determined that the offered purchase price for these assets was significantly below the PV20 value and hence, was too low for consideration. Furthermore, as disclosed in the Proxy Statement, when the offer from Company J was discussed at the July 28, 2009 board meeting, it was noted that the management team, its advisors and the board had analyzed selling specific assets and had come to the conclusion each time that selling these key properties and then remaining independent was not viable. | ||
| In the fourth paragraph on page 24, there is disclosure regarding significant reductions in general and administrative costs and field operating costs discussed at the July 28, 2009 board meeting. For clarification, Meridians general and administrative costs for 2008 were approximately $36.4 million (which includes the capitalized component), and during early 2008 its lease operating expenses were approximately $2.4 million per month. By the third quarter of 2009, Meridians general and administrative annualized burn rate was forecasted to be approximately $14.1 million and its lease operating expenses were forecasted to be approximately $1.4 million per month. | ||
| In the fourth paragraph on page 26, there is disclosure regarding the status of discussions with . . . Company I . . . as discussed at a September 21, 2009 board meeting. For clarification, the status of discussions with Company I, which proposed to purchase substantially all of Meridians assets through a pre-packaged bankruptcy proceeding, or, if major liabilities were resolved, a capital infusion of preferred stock and restructured bank debt, was that those discussions were on hold while the Company pursued other options that did not require bankruptcy. A transaction with Company I was not pursued because resolution of Meridians major liabilities depended on the closing of a non-bankruptcy transaction, and Meridian determined that a bankruptcy proceeding would not be likely to provide value to Meridians stockholders. In addition, Company Is capital infusion proposal would have required Meridians lenders to have accepted repayment of less than the full amount outstanding, which the lenders had previously indicated they were not willing to do. | ||
| In the eighth paragraph on page 31, there is disclosure regarding the reduction in Alta Mesas offer from $0.33 per share to $0.28 per share on December 16, 2009. For clarification, Alta Mesa explained that it reduced its offer price because of changing market conditions and because Alta Mesa had completed additional due diligence that allowed it to better understand Meridians assets and liabilities. | ||
| In the fifth paragraph on page 32, there is disclosure that Meridians board received a non-binding preliminary indication of interest from a third party on February 4, 2010. For clarification, after conducting due diligence, that third party notified Meridian on March 10, 2010 that it was not prepared to make a binding offer that would provide greater value to Meridian and its shareholders than the value that would be provided under the Alta Mesa agreement. In addition, on February 19, 2010, Meridian received an additional unsolicited, non-binding preliminary indication of interest, from another third party. The Company |
entered into a confidentiality agreement with the third party and provided extensive due diligence information to them. At this time, the board has not received a binding offer from this third party. In addition, the third party has notified our Chairman that it has not to date been able to arrange for refinancing of our existing indebtedness. If a binding offer is submitted, the board will consider all of its alternatives consistent with its fiduciary duties under applicable law and subject to the terms and conditions of the merger agreement with Alta Mesa. Our board continues to recommend that our shareholders vote for the adoption of the merger agreement with Alta Mesa. |
| In the first paragraph on page 35, there is disclosure regarding Morgan Keegans review of certain non-public financial forecasts relating to us prepared by our management. For clarification, among the forecasts reviewed by Morgan Keegan were the following year-end, annual projections: |
Projected | Projected | Projected | ||||||||||
2009 | 2010 | 2011 | ||||||||||
Production (Mmcfe)
|
12,009 | 6,307 | 3,991 | |||||||||
Revenue
|
$ | 83,922 | $ | 46,513 | $ | 30,475 | ||||||
Expenses
|
$ | 148,941 | $ | 61,229 | $ | 47,314 | ||||||
Net income (loss)
|
$ | (65,019 | ) | $ | (14,716 | ) | $ | (16,839 | ) | |||
|
||||||||||||
Reconciliation of non-GAAP
financial measure:
|
||||||||||||
Net income (loss)
|
$ | (65,019 | ) | $ | (14,716 | ) | $ | (16,839 | ) | |||
Depletion, depreciation & amortization
|
35,999 | 18,615 | 11,980 | |||||||||
Impairment of long lived assets
|
59,539 | | | |||||||||
Accretion expense
|
2,247 | 2,400 | 2,400 | |||||||||
Interest and other
|
6,955 | 7,472 | 7,334 | |||||||||
Earning before interest, taxes,
depreciation & amortization
|
$ | 39,721 | $ | 13,771 | $ | 4,875 |
The Meridian Resource Corporation
(Registrant) |
||||
By: | /s/ Lloyd V. DeLano | |||
Lloyd V. DeLano | ||||
Senior Vice President
and Chief Accounting Officer |
||||
1 Year Meridian Chart |
1 Month Meridian Chart |
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