Nighthawk Energy Share Discussion Threads

[marmar80] 05/5/2018 09:08

Wti $70!! Brent $75. Will that help?

[philmac56] 05/5/2018 05:56

I know a petty observation.

11/4/18 an RNS from hawk about production. Chuck has 34 yrs experience.

In less than a month later documents filed to bankruptcy court show Chuck has 38 yrs experience.

Just another example of he ain't got a clue of what he is doing or how old he is!

[pr100] 05/5/2018 00:04

I'm not a shareholder. Used to be but got out when the new CEO arrived.

[mallorca 9] 04/5/2018 22:52

Suggest someone coordinates and does this through JC.
Phil could be your man if he's up for it although for me pr100 above would be very credible.
Needs a phone call to JC initially.
He can get an injunction to stop the further chapter 11, but he needs an alternative plan for paying CBA.
Why would anyone pay $21m though for a well that is drying up ??

[marmar80] 04/5/2018 21:35

If there was another source of funds to pay off the CBA, the sale of assets could be still stopped. Can the company refuse organising EGM if there was sufficient voting rights collected together? How fast this can be done if we had sufficient % by Monday end?

[mallorca 9] 04/5/2018 20:13

Off topic ...

I bought into SSY today ... small European tech stock.

[mallorca 9] 04/5/2018 20:03

pr100 post above is accurate.

JC can bid for the assets and may acquire them. They will then be held in a new private co though. Hawk as we know it will be wound up.

I sadly don't see any chance for private pi's.

[marmar80] 04/5/2018 19:40

Hope there is no personal deal behind all of this!!

[marmar80] 04/5/2018 19:39

Or whichever way you call it..?

[marmar80] 04/5/2018 19:38

Let me guess, consultancy fee?

[b1gjake] 04/5/2018 19:11

The question surely is: why are Rick and Chuck hell bent on selling off the assets and effectively doing themselves out of a job? What have they to gain from destroying the company?

[marmar80] 04/5/2018 18:37

I suggest you all join the group created by B1gJake. Think who are the other shareholders and how to contact them urgently. Perhaps other message boards?I believe JC has a plan how to get money to save company, but Rick just does not want to listen. If there is EGM, they will have to meet shareholders. Only 2- max3 weeks left imo, then they will sell assets and delist Nighthawk Energy. They will leave Nighthawk Production active with some leases, but we are shareholders of Energy plc, not Production LLC. With support from the main shareholder this group has a chance to stop this robbery.

[pr100] 04/5/2018 18:33

Total shambles. The Swedes are part of the problem having milked several of the wells from both ends (high interest loans plus a royalty on output) - and then failed abysmally to table any resolution to get rid of the incompetent executive directors. But they can bid for the assets if they don't like the fire sale price and still get them very cheaply and unencumbered.

Zero chance of PIs getting anything back but those who want to be kept in the loop should apply to certificate any shares held in nominee accounts so that the grim reaper has your name and address on the list of unsecured creditors.

Sounds like they intend to pursue the "proposed sale of oil and gas assets under Section 363 of the US Bankruptcy Code" so you should read up about it. But while the US operating subsidiary may be sold as a going concern, that won't apply to the UK Plc which will be shut down, along with its unsecured creditors.

[mallorca 9] 04/5/2018 18:31

Could JC call an EGM and fire Rick and Chuck ??
He needs a restructuring plan though.

[mallorca 9] 04/5/2018 18:14

9. On April 26, 2018, Nighthawk Energy received a letter from its largest shareholder, Fastighets AB Korpralen2 (the “Claesson Entities”), threatening to commence
shareholder litigation against Nighthawk Energy and its directors and officers in a bold attempt
to derail the sale process implemented by the Board of Directors and management of Nighthawk.

I hope JC does commence litigation against Rick and Chuck.

[mallorca 9] 04/5/2018 18:10

Phil,
I saw the link - wasn't aware the content had been posted.

Chuck should be flogged at dawn.
Looks like the end though Phil.
JC must stand to lose a fortune if assets are sold off and he's left with nothing.
Can he get rid of Rick and Chuck ?

[mallorca 9] 04/5/2018 18:07

So WF finally sunk us.
It was totally Chuck's idea and $3.5 million was put into it.
Rick also previously wasted $10m of 6 dusters and a hopeless JV with Cascade.

Unmitigated failure by those two.
Let's hope they're equally as successful in selling off the assets.

Phil has his whole pension fund tied up in this.

[mallorca 9] 04/5/2018 18:04

Suggest shareholder contact JC with their support.

[philmac56] 04/5/2018 18:03

Mallorca....that was posted earlier his afternoon by B1JAKE

[mallorca 9] 04/5/2018 17:58

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE
In re: NIGHTHAWK ROYALTIES LLC, et al.,1


Debtors.
Chapter 11

Case No. 18-10989 (BLS)

(Joint Administration Requested)

DECLARATION OF CHUCK WILSON IN SUPPORT OF THE DEBTORS’ REQUEST FOR JOINT ADMINISTRATION AND APPROVAL OF THE APPOINTMENT OF FOREIGN REPRESENTATIVE I, CHUCK WILSON, hereby declare, under penalty of perjury, as follows:
1. I am the Chief Operating Officer and a member of the Board of Directors of
Nighthawk Energy plc (“Nighthawk Energy”), Nighthawk Royalties LLC (“Nighthawk
Royalties”; together with the Nighthawk Energy, the “Debtors”;), Nighthawk Production LLC
(“Nighthawk Production”), and OilQuest USA LLC (“OilQuestR21;; collectively with the Debtors
and Nighthawk Production, “NighthawkR21;). I perform my duties from Nighthawk’s corporate
headquarters located at 1805 Shea Center Dr., Suite 290, Highlands Ranch, Colorado 33131.
2. I joined Nighthawk in 2011. As part of Nighthawk’s management team, I am
responsible for the management oversight of Nighthawk, and I am familiar with the day-to-day
operations, business, and financial affairs of Nighthawk. I have 38 years of experience in the oil
and gas industry ranging from drilling, completion and production operations to surface
equipment installations. I hold a Bachelor of Science degree in Petroleum Engineering from the
University of Wyoming and in addition have held several positions within the Society of
Petroleum Engineers and the American Association of Drilling Engineers. I was appointed by 1 The Debtors in these Chapter 11 Cases, along with the last four (4) digits of each Debtor’s federal employer identification number, are: Nighthawk Royalties LLC (6709) and Nighthawk Energy plc (1701). The business address of the Debtors is 1805 Shea Center Dr., Suite 290, Highlands Ranch, CO 80129.
Case 18-10989-BLS Doc 8 Filed 04/30/18 Page 1 of 6


2
the Debtors to act as the foreign representative of the Debtors by resolution of the Board of
Directors of Nighthawk Energy dated April 30, 2018.
3. I submit this declaration (the “Declaration”) to assist the Court, as well as
creditors and other parties in interest, in understanding the circumstances that compelled the
commencement of these chapter 11 cases (the “Chapter 11 Cases”) and also in support of: (a)
the Debtors’ voluntary petitions for relief under chapter 11 of title 11 of the United States Code
(the “Bankruptcy Code”) filed on the date hereof (the “Petition Date”); and (b) the relief that
the Debtors have requested from the Court in the form of a motion for joint administration
(Docket No. 4) (the “Joint Administration Motion”) and a motion to approve the appointment
of a foreign representative (Docket No. 5) (the “Foreign Representative Motion”).
4. Except as otherwise indicated herein, all facts set forth in this Declaration are
based upon my personal knowledge of the Debtors’ operations and finances, information learned
from my review of relevant documents, information supplied to me by other members of the
Debtors’ management and the Debtors’ advisors, or my opinion based on my experience,
knowledge, and information concerning the Debtors’ operations and financial condition. I am
authorized to submit this Declaration on behalf of the Debtors, and, if called upon to testify, I
could and would testify competently to the facts set forth herein.
5. Nighthawk is an independent oil and natural gas company with its headquarters
located and Denver, Colorado and substantially all its assets and operations located in the DJ
Basin in Colorado. Debtor Nighthawk Energy is a corporation incorporated under the law of
England and Wales and is publicly listed on AIM, part of the London Stock Exchange
(AIM:HAWK). Debtor Nighthawk Royalties is a limited liability company organized under the
laws of the Delaware and is wholly-owned by Nighthawk Energy. Non-Debtor Nighthawk
Case 18-10989-BLS Doc 8 Filed 04/30/18 Page 2 of 6


3
Production is a limited liability company organized under the laws of the Delaware and is
wholly-owned by Nighthawk Royalties. Non-Debtor OilQuest USA is a limited liability
Company organized under the laws of Colorado and is wholly-owned by Nighthawk Royalties.
A chart depicting this corporate structure is attached as Exhibit “A” hereto. I understand that
because Nighthawk Royalties is a wholly-owned subsidiary of Nighthawk Energy they are
“affiliates221; of one another within the meaning of section 101(2) of the Bankruptcy Code.
6. Nighthawk’s principal business activity is the exploration for, as well as the
development and sale of, hydrocarbons. It operates solely in the state of Colorado where it holds
interests in over 150,000 net mineral acres in and around Lincoln County. Nighthawk operates
its exploration and production business principally through Nighthawk Production. OilQuest
USA has interests in certain royalties, but it does not have any operations or other business
activity.
7. Nighthawk’s business has been affected by a period of macroeconomic and
industry distress and a failed waterflooding project. These various factors triggered defaults
under Nighthawk’s loan facility with its senior secured lender Commonwealth Bank of Australia
(“CBA”), and rendered Nighthawk incapable of meeting debt service to CBA and its other
debtholders. Through a series of amendments to the CBA loan facility, CBA has agreed to
forbear from exercising its remedies for a period of almost two years.
8. Pursuant to that certain Ninth Amendment to its Credit Agreement with CBA (the
“Ninth Amendment”), in January 2018 Nighthawk retained SSG Capital Advisors, LLC as its
investment banker to explore strategic alternatives, including a potential restructuring or the sale
of substantially all of Nighthawk’s assets. Nighthawk Energy executed a signed letter of intent
dated April 11, 2018 with a prospective purchaser of substantially all of Nighthawk’s assets in a
Case 18-10989-BLS Doc 8 Filed 04/30/18 Page 3 of 6


4
sale process to be conducted pursuant to section 363 of the Bankruptcy Code. Since executing
the letter of intent, Nighthawk and the prospective purchaser have been actively working to
finalize definitive sale documents and prepare for the Nighthawk Production Chapter 11 filing.
CBA issued a notice of default and reservation of rights letter to Nighthawk on April 19, 2018.
9. On April 26, 2018, Nighthawk Energy received a letter from its largest shareholder, Fastighets AB Korpralen2 (the “Claesson Entities”), threatening to commence
shareholder litigation against Nighthawk Energy and its directors and officers in a bold attempt
to derail the sale process implemented by the Board of Directors and management of Nighthawk
in the exercise of their fiduciary duties. In negotiating and entering into the Ninth Amendment,
Nighthawk was permitted to seek a restructuring transaction with the Claesson Entities and its
affiliates. The Company and its advisers actively sought to obtain a proposal from the Claesson
Entities for a financial restructuring, but received no meaningful proposal to restructure and
recapitalize the Company adequately.
10. Faced with the prospect of imminent, value-destructive litigation in the courts of
England and Wales, and seeking to maximize value for their creditors, the Debtors have
accelerated the filing of these Chapter 11 Cases so as to preserve the ability to place Nighthawk
Production under the protection of chapter 11 and proceed with and ultimately consummate a
sale of substantially all of Nighthawk’s assets under section 363 of the Bankruptcy Code
following entry into a definitive purchase and sale agreement. Until such time as a definitive
purchase and sale agreement is entered into and consummated, the Debtors intend to continue
their operations in the ordinary course of business.
2 Fastighets AB Korpralen is a Swedish company affiliated with Johan Claesson, a former director of Nighthawk Energy.
Case 18-10989-BLS Doc 8 Filed 04/30/18 Page 4 of 6


5
11. In furtherance of these objectives, and as noted, I have been appointed by the
Debtors to act as their foreign representative to commence ancillary proceedings as may be
necessary or appropriate in aid of the intended sale of the assets of Nighthawk. I am prepared to
accept the appointment as the foreign representative of the Debtors.
* * *
For the reasons described herein, I believe that the prospect for achieving these objectives
for the benefit of creditors and other stakeholders will be substantially enhanced if this
Bankruptcy Court grants the relief requested in the Joint Administration Motion and the Foreign
Representative Motion and respectfully request the Bankruptcy Court to do so.
I declare under penalty of perjury under the laws of the United States of America that the
foregoing is true and correct.
Dated: April 30, 2018
/s/ Chuck Wilson Chuck Wilson Chief Operating Officer of the Debtors

[maxwell] 04/5/2018 17:57

At least action from a person experienced in these situations. Whether to help shareholders or the Bank remains to be seen. After all the oil is in the ground and a few years ago worth lots and lots of money or so it was told...

[mallorca 9] 04/5/2018 17:54

Not quite sure what to make of that.

[marmar80] 04/5/2018 17:47

Rick is acting fast now. That sounds like rush before shareholders action.

[philmac56] 04/5/2018 17:23

Very late RNS!!