Each one in plain English, with the numbers worked through for a shareholder.
1 Feb 2011asset acquisition disposition● NeutralMajor
ARC closed the sale of its non-core Central Alberta assets to OMERS Energy Inc. and Superman Resources Inc. for $170 million before normal post-closing adjustments, and also closed the acquisition of 36 sections of land at Ante Creek. Part of the proceeds is held in escrow until all rights of first refusal are dealt with. This completes the deal announced December 22, 2010.
The board declared a $0.10 per share eligible dividend payable February 15, 2011 to holders of record January 31, 2011 (ex-dividend January 27). Trailing twelve-month payments total $1.20 per share. This is the first dividend declared as a corporation and keeps the $0.10 monthly level stated at conversion.
This filing attaches paperwork for the January 1, 2011 reorganization: amendments to the older US-dollar senior notes and master shelf agreement, an amendment to the credit agreement, a share option plan, bylaws, and the certificate and articles of amalgamation. The visible 2004 note amendment confirms the corporation remains liable for the notes (US$62.5M 4.62% Series A due 2014 and US$62.5M 5.10% Series B due 2016) and removes or loosens several covenants. The remaining exhibits are not shown in the excerpt.
This is a re-filing of the January 4, 2011 conversion announcement, now under the registrant name ARC Resources Ltd. rather than ARC Energy Trust. The content is the same: the Trust units became common shares one-for-one, exchangeable shares became 2.89162 common shares each, and about 284,379,730 common shares are outstanding. It adds nothing new.
The conversion from ARC Energy Trust to ARC Resources Ltd. is complete. Each trust unit became one common share, and exchangeable shares (Series A and B) became 2.89162 common shares each. About 284,379,730 common shares are outstanding. A final $0.10 trust distribution is payable January 17, 2011, and monthly dividends are forecast to stay at $0.10 per share for the first quarter of 2011. 2011 production is expected at 84,000 to 87,000 boe/d from six core areas. This resolves the conversion thread. The exchangeable shares, which the August 2010 Storm release said might not meet TSX listing minimums, are now converted into common shares.
23 Dec 2010asset acquisition disposition● NeutralMajor
ARC signed an agreement to sell non-core Central Alberta assets to two private companies, OMERS Energy Inc. and Superman Resources Inc. ARC gets $170 million cash before adjustments plus 36 sections of land in the Ante Creek area of Northern Alberta. The assets produce about 3,400 boe/d and have 14.7 million boe of proved plus probable reserves. Closing is expected in January 2011, subject to regulatory approvals. The Ante Creek land adds to the Ante Creek position bought in December 2009.
Securityholders of the Trust and ARC Resources Ltd. voted 99.9% in favour of the plan to convert the Trust into a dividend-paying corporation at the December 15, 2010 meeting. Court approval, sought December 16, was the remaining step, with completion expected January 1, 2011. This is the vote set out in the November 2010 conversion announcement.
The Alberta court gave final approval on December 16, 2010 to the plan to turn ARC Energy Trust into a dividend-paying corporation, ARC Resources Ltd., with shares trading on the TSX as ARX. Closing is expected January 1, 2011. This clears the court step left open after the December 15 unitholder vote and the November 2010 conversion plan.
ARC's board approved converting the Trust into a dividend-paying corporation, also named ARC Resources Ltd., with a unitholder vote on December 15, 2010 and expected completion January 1, 2011. Each trust unit becomes one common share, and the company intends a $0.10 monthly dividend, the same as the current distribution. ARC says it has about $2.4 billion of tax pools and expects no material income tax until 2014. Conversion is still subject to securityholder, court and regulatory approvals.
ARC closed the Storm Exploration acquisition on August 17, 2010, in a deal valued at about $645 million at $19.53 per ARC unit. ARC issued 23,524,456 trust units and 1,744,038 exchangeable shares (exchangeable for 4,927,797 units) and assumed about $89 million of debt. ARC now expects 2010 production of 72,500 to 74,500 boe/d; the new exchangeable shares may not meet TSX listing minimums. This completes the deal announced earlier in August and adds units, which dilutes existing holders (inference).
Storm shareholders approved the ARC arrangement (100% of the 44.2% of shares voted in favour) and the Alberta court approved it; closing is expected August 17, 2010. The Storm Resources spin-off value was set at $3.28 per share, which sets the warrant exercise price. This moves the Storm deal closer to completion.
ARC and Storm Exploration announced Competition Act approval for their plan of arrangement, under which ARC would acquire Storm. For each Storm share, holders get either 0.5700 of an ARC unit or 0.201733 ARC exchangeable shares, plus 0.3333 of a Storm Resources (ExploreCo) share, about 0.1333 of a warrant, and $1.00 cash, assuming closing on August 17, 2010. Closing still needs Storm shareholder and court approval. This is a new acquisition, not previously in the context.
27 May 2010capital raising announcement▲ GoodMajor
ARC had the security on its bank facilities and senior notes released, so they are now unsecured, and closed a US$150 million private placement of senior unsecured notes at 5.36% with five equal repayments starting 2018. Proceeds repay part of its bank debt, to diversify its credit sources. This follows the April 2009 secured notes, which are now unsecured.
A routine notice from the transfer agent that ARC Energy Trust will hold its annual general meeting in Calgary on May 18, 2010, with a record date of April 9, 2010 (date written 09/04/2010). No other substance.
This filing only attaches exhibits: a Dec 14 and Dec 15, 2009 news release, a certificate of amalgamation and articles of amalgamation for ARC Resources Ltd. The Dec 14 release announced the $180 million cash purchase of a partnership holding Ante Creek and other northern Alberta assets (about 2,000 boe/d, 12.6 million boe proved plus probable reserves), financed by a bought deal of 10.31 million units at $19.40; it raised the 2010 capital budget from $575 million to $610 million. This continues the Ante Creek acquisition and financing already recorded (closed Dec 21, 2009 and Jan 5, 2010). The amalgamation documents' contents are not shown in the excerpt.
5 Jan 2010capital raising announcement● NeutralMajor
ARC closed a bought-deal offering of 13 million trust units at $19.40 for about $252 million gross. A portion repays $180 million of bank debt incurred for the Ante Creek and other Northern Alberta asset purchase completed December 21, 2009; the rest initially repays other bank debt to free up borrowing capacity for the capital program.
ARC closed a private placement of senior secured notes of about US$125 million in three tranches: US$67.5 million at 7.19%, US$35 million at 8.21%, and Cdn$29 million at 6.5%. Proceeds repay part of its bank debt to diversify its credit sources. It also extended its Prudential Capital Group agreement to April 2012, allowing draws up to US$225 million, with US$87 million currently drawn.
6 Feb 2009capital raising announcement● NeutralMajor
ARC closed a bought-deal offering of 15,474,400 trust units (including 2,018,400 from the over-allotment option) at $16.35, for about $253 million gross and about $240 million net. The net proceeds will partly fund the 2009 capital program.
23 Dec 2005capital raising announcement● NeutralMajor
ARC closed the bought-deal offering of 9,000,000 trust units at $26.65 for $240 million gross. Proceeds repay bank debt, including debt used for the acquisition announced December 8, 2005 and closed December 16, 2005. This completes the financing of the acquisition announced earlier in the month.
8 Dec 2005capital raising announcement● NeutralMajor
ARC announced a 2006 budget with a record $340 million capital program (up $70 million from 2005) targeting about 61,000 boe/d. It also announced a major long-life oil acquisition (Redwater and North Pembina Cardium Unit properties, expected to close mid-December 2005) with a bought-deal financing; the excerpt shown does not give the acquisition's price or the financing terms.
18 Nov 2003capital raising announcement● NeutralMajor
ARC Energy Trust closed a bought-deal offering of 11,000,000 trust units at $13.40, plus 3,500,000 more units from the underwriters' option, for gross proceeds of $194.3 million. The money first repays bank debt, then funds part of about $50 million of capital spending for the rest of 2003 and part of the 2004 program. This adds units for existing holders (dilution is an inference). It also confirms a $0.15 per unit distribution payable December 15, 2003.
9 June 2003capital raising announcement● NeutralMajor
ARC Energy Trust's filing covers a secondary offering of 16,891,891 trust units at $11.95 (about $201.9 million) by United ARC L.P., which got the units on May 30, 2003 by converting $200 million of the $320 million special debenture issued for the Star Oil & Gas acquisition. The Trust receives no proceeds from the sale but its debt is reduced by the conversion; a further roughly $120 million of debentures was offered separately. Also included: the exchangeable share ratio rises from 1.37557 to 1.39255 effective June 16, 2003.