Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2013 |
Commitments and Contingencies | ' |
Commitments and Contingencies | ' |
Note 16—Commitments and Contingencies |
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The Karlsson Group Acquisition |
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In conjunction with the Karlsson Group Acquisition, we have the following commitments and contingencies: |
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a) if we are unable to prepay the entire $25 million discounted payoff amount of the KG Note balance on or before March 10, 2014 pursuant to the December 10, 2013 extension agreement with the Karlsson Group, we will be in default of the KG Note without any ability to cure the default and with all amounts then owing to be immediately due and payable as provided for under our debt agreement with the Karlsson Group that was in effect just prior to the extension agreement, which we estimate would total $151.7 million at March 10, 2014. The Karlsson Group would also have the right to foreclose on all of our assets. If we are unable to raise sufficient funds to pay off the Karlsson Group debt on or before March 10, 2014, we anticipate that we would voluntarily file for bankruptcy protection rather than permit the Karlsson Group to initiate foreclosure proceedings. |
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b) for any amounts raised by the Company through any equity or debt offering, we are required to: |
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· place 50% of the net proceeds of the next $18.8 million of capital raised into escrow (for a total of $9.4 million), which funds may be released solely to fund specified development expenses for the Holbrook Project.* |
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· pay the Karlsson Group 10% of the gross proceeds raised as a prepayment of the outstanding KG Note balance.* |
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* Excludes the next $1 million of capital raised by the Company on or before March 10, 2014. |
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c) to the extent we are unable to retire the KG Note for the discounted payoff amount of $25 million on or before March 10, 2014, we have agreed to compensate the Karlsson Group for any incremental income tax liabilities attributable to an increase in federal or state income tax rates over the tax rates that were in effect for 2012, such that they are made whole with respect to any such increase in tax liabilities. We have also agreed to compensate the Karlsson Group for certain interest charges imposed on the deferred tax liabilities as a result of the application the “installment sale” rules of the Internal Revenue Code. |
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d) in the event of a sale, directly or indirectly, of at least 50% of AWP or a merger of AWP with or into an unaffiliated entity on or prior to February 1, 2018, the Karlsson Group is entitled to a one-time payment of 10% of the net proceeds in excess of $200 million received by the Company. |
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e) we are required to pay the Karlsson Group 2% of gross potash sales from any of our current or future acquired leases, licenses and permits. |
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f) we have agreed to adjust the exercise price on the 172,117 warrants currently held by the Karlsson Group to the lowest price per share of our common stock sold between November 14, 2013 and March 10, 2014, but in no event higher than the current exercise price of $12.50 per share for the warrant issued on May 30, 2012 and $6.00 per share for the warrant issued on June 26, 2013. |
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g) upon payment of the discounted payoff amount of $25 million on or before March 10, 2014, we have agreed to: |
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· grant the Karlsson Group a new, five year warrant for 750,000 shares having an exercise price equal to the lowest price per share of our common stock sold between November 14, 2013 and March 10, 2014. |
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· pay the Karlsson Group’s legal fees in connection with the preparation and negotiation of the December 10, 2013 extension agreement. In connection with this, we made a payment of $50,000 on December 13, 2013 and $100,000 on February 12, 2014. Any remaining balance is due and payable on the earlier of (i) March 10, 2014 and (ii) two days following payment of the $25 million discounted payoff amount. Our December 31, 2013 financial statements include an accrual of $30,000 reflecting our best estimate of these remaining legal fees to be paid although the actual amount could be substantially more or less than this amount. |
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Royalties |
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In addition to the 2% royalty to the Karlsson Group, we have the following royalty or revenue interest commitments once we have production from our Holbrook Project: |
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· 1% revenue interest to Buffalo Management; |
· 1% royalty interest to Grandhaven; |
· Royalties of a sliding scale nature on gross sales from our private mineral estate sections; |
· Royalties of a sliding scale nature on gross sales from our Arizona state sections, although no formal agreement has been made at his time. |
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Major Contractual Obligations |
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(amounts in thousands) | | Less than 1-year | | 1-2 years | | Thereafter | | Total | |
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Debt obligations* | | 25,000 | * | — | | — | | 25,000 | * |
Land and lease payment** | | 336 | | 609 | | 582 | | 1,527 | |
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*Assumes the Company’s prepayment of the Karlsson Note on March 10, 2014 for the discounted payment amount of $25.0 million and the simultaneous extinguishment of the Apollo Notes for shares of our common stock. If we are unable to pay the $25.0 million discounted amount on the Karlsson Note by March 10, 2014, the entire undiscounted amount then owing under the Karlsson Note as well as the amounts then owing under the Apollo Notes would become immediately due and payable, totaling $159.1 million as of that date. |
** Amounts may change in the future as mineral leases are converted to mining leases. |
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The Apollo Notes |
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On January 10, 2014 we entered into an agreement with the holders of our Apollo notes pursuant to which we owed an aggregate amount of approximately $7.3 million in principal and interest at December 31, 2013. This agreement provides that upon repayment or extinguishment of our senior secured debt owing to the Karlsson Group on or before March 10, 2014 in accordance with the terms of the December 10, 2013 extension agreement, and in any event for consideration having an aggregate value less than or equal to 17.0% of the aggregate amount owed under the Karlsson Group debt (including in respect of accrued interest and tax gross-up obligations), we may repay the Apollo notes by issuance of a number of shares of our common stock with an aggregate value of 17% of all amounts owing under the Apollo notes (including accrued interest). To the extent we have not repaid or extinguished the Karlsson debt on or before March 10, 2014, the entire aggregate amount of approximately $7.4 million due under the Apollo Notes as of March 10, 2014 would be immediately due and payable. |
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In the event of any equity or debt offering completed by the Company while the Apollo notes remain outstanding, we have agreed to pay Apollo 10% of the gross proceeds raised as a prepayment of the outstanding principal; provided that the next $1 million of capital raised by us between now and March 10, 2014 is excluded from this provision. |
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Common Stock and Warrant Commitments |
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As of December 31, 2013, the Company had remaining commitments to issue an additional 9,000 shares of our common in exchange for services under an investor relations consulting agreement with COR Advisors LLC. The 9,000 shares of common stock are due in quarterly increments of 1,500 shares each with the next quarterly increment having been issued on January 5, 2014. We do not pay a cash fee under this agreement. |
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As of December 31, 2013, we had 3,936,677 Series A warrants outstanding having full ratchet anti-dilution protection rights and another 1,787,171 warrants containing full ratchet protection rights to $3.50 per share. The exercise price for all of these warrants is $4.05 and all have an expiration date in 2018. |
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· On February 12, 2014 we reduced the exercise price on 747,298 of our Series A Warrants issued in our June 2013 public offering from $4.05 to $1.50 and all 747,298 of these warrants were exercised. In conjunction with the exercise we issued the investors 747,298 new Series A Warrants with an exercise price of $1.50, exercisable for five years only upon stockholder approval of the exercise. Pursuant to the full ratchet anti-dilution terms in our Series A Warrants, the exercise price of our remaining outstanding Series A Warrants were adjusted to $1.50 and we issued an additional 5,362,190 Series A Warrants to holders. As of February 14, 2014 we had 9,298,867 Series A Warrants outstanding. |
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At December 31, 2013, 916,668 Series B Warrants were outstanding, all of which expired on January 9, 2014 unexercised. These Series B Warrants had an exercise price of $6.00 per share and were exercisable for one share of our common stock and one Series A Warrant. Each Series A Warrant issued in the exercise of a Series B Warrant would have had a five year term, an initial exercise price of $6.00 and full ratchet anti-dilution protection. |
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At December 31, 2013, 1,787,171 warrants with an exercise price of $4.05 per share were held by Buffalo Management. These warrants have full ratchet anti-dilution protection down to an issuance price of $3.50 per share. |
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· In conjunction with the February 12, 2014 capital raise the strike price on the 1,787,171 Buffalo warrants was reduced from $4.05 to $3.50 and we issued Buffalo Management 280,841 additional warrants with a strike price of $3.50 pursuant to the full ratchet anti-dilution provision. |
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For warrants with full ratchet anti-dilution protection, any issuances of common stock (or securities exercisable into common stock) at a price below the exercise price of the warrants results in a reduction in the exercise price of the warrants to the new issuance or strike price and a corresponding increase in the number of warrants issued. For example, if an investor held 300 warrants with an exercise price of $4.00 and we issued new shares of common stock at $3.00 per share, the strike price on the warrants would be reduced to $3.00 and the investor would receive an additional 100 warrants with a $3.00 exercise price. |
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As noted above, the Company also has commitments to (i) adjust the exercise price on the 172,117 warrants currently held by the Karlsson Group to the lowest price per share of our common stock sold between November 14, 2013 and March 10, 2014 and (ii) grant the Karlsson Group a new, five year warrant for 750,000 shares having an exercise price equal to the lowest price per share of our common stock sold between November 14, 2013 and March 10, 2014. |
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Litigation |
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On April 26, 2013, we received correspondence from a stockholder who purchased $10.0 million of shares in our November 2012 public offering asserting a right to rescind the purchase based on violation of securities laws in connection with that offering. In a related letter dated June 14, 2013, the four underwriters in our November 2012 public offering notified us that they received a letter from the same stockholder in which the stockholder sought to void its purchase of shares in our November 2012 public offering. Pursuant to the terms of the underwriting agreement we entered into with the underwriters in our November 2012 public offering, we could be required to appoint counsel for the underwriters to advise on this matter, subject to their determination that counsel is satisfactory, or, alternatively, we could be required to authorize the underwriters to employ counsel at our expense. We believe the claim is without merit and intend to vigorously defend against it. No litigation has been commenced in this matter. |
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In the normal course of operations, Prospect and its subsidiaries may be subject to litigation. As of December 31, 2013, there were no material litigation matters. The Company holds various insurance policies in an attempt to protect it and investors. |
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