Each one in plain English, with the numbers worked through for a shareholder.
29 Aug 2007security holder rights change● Neutral
The rights plan was rewritten to let value investor Mohnish Pabrai build a stake of up to 16.5% without triggering it, and to give the board a general power to make similar exceptions in future - an accommodation of a friendly holder rather than a defence against a hostile one.
Cumberland Associates LLC reported a HARVEST NATURAL RESOURCES, INC. shareholding of 3,875,186 shares (10.30% of votes) in a periodic institutional filing.
Cumberland Associates LLC reported a HARVEST NATURAL RESOURCES, INC. shareholding of 3,043,300 shares (8.20% of votes) in a periodic institutional filing.
Capital Research and Management Company reported a HARVEST NATURAL RESOURCES, INC. shareholding of 576,900 shares (1.50% of votes) in a periodic institutional filing.
Harvest's Venezuelan company borrowed roughly $58 million from Banco Mercantil at 10% - securing it with $47.6 million of its own dollars deposited offshore - purely to pay the Venezuelan tax authority, to which it had just handed $35.6 million to settle assessments for 2001 to 2004. The cost of staying in Venezuela was being paid before Petrodelta had produced anything.
Harvest filed a preliminary proxy asking shareholders to approve transferring substantially all its assets to a joint venture, Empresa Mixta Petrodelta, between its 80%-owned Venezuelan subsidiary and a Venezuelan government-owned company. The subsidiary would own 40% of the joint venture. The board unanimously recommends a yes vote, calling it the only viable alternative and saying it believes the government will otherwise seize the assets, leaving only years-long arbitration. A majority of outstanding shares must approve, and there are no appraisal rights. The meeting date is blank, and the proposed transaction value is stated as $145,739,000 in the fee table. This is the start of the forced conversion into the Petrodelta mixed company.
Venezuela's tax authority issued a final assessment of about $56 million against Harvest's 80%-owned Venezuelan affiliate for 2001-2004, some $13 million more than the settlement both sides had negotiated in July and that Harvest had already booked. Harvest's own share was roughly $45 million, and the chief executive said publicly that the SENIAT had not honoured the deal - a first clear signal of the political risk that would define the company's Venezuelan exposure.
The compensation for giving up control arrived as acreage rather than cash: three more fields - Isleno, Temblador and El Salto - were added to the new mixed company, now named Petrodelta, and the state accepted that this settled what Harvest was owed for contributing its existing fields.
The shape of the Venezuelan conversion became clear: Harvest's local company signed a memorandum with PDVSA and state agency CVP to fold the South Monagas fields into a mixed company in which a Harvest affiliate would hold 40% - 32% net to Harvest - and the state 60%, under a twenty-year licence. Harvest was accepting minority status in the business it had built and operated.
Byron A. Dunn's contract as senior vice-president of corporate development was disclosed - $200,000 a year and options over 225,000 shares, backdated in effect to September 2005.
Cumberland Associates LLC reported a HARVEST NATURAL RESOURCES, INC. shareholding of 2,525,000 shares (6.67% of votes) in a periodic institutional filing.
Capital Research and Management Company, SMALLCAP World Fund, Inc reported a HARVEST NATURAL RESOURCES, INC. shareholding of 2,403,000 shares (6.30% of votes) in a periodic institutional filing.
J. Michael Stinson was elected to the board on the standard terms and given a first option grant. He would resign a decade later, in June 2015, as part of the CT Energy rescue.
Chief executive Peter Hill retired at the end of September on a package that kept him as a $33,334-a-month consultant on Russia until May 2006 plus a $300,000 bonus. James Edmiston, hired a year earlier as operating chief, took over.
New employment contracts for finance chief Steven Tholen, general counsel Kerry Brittain and Karl Nesselrode, chiefly to improve what they would receive if the company changed hands - signed as the Venezuelan negotiation put the company's future in doubt.
Venezuela began changing the terms. Harvest's 80%-owned local company signed a transitory agreement capping the fee it earned on the South Monagas Unit at two-thirds of the value of the oil, and committing both sides to negotiate converting the operating contract into a state-majority 'mixed company'. The asset Harvest depended on was being taken back under national control.
Directors' pay was set: a $36,000 annual retainer, $1,500 per meeting, committee-chair retainers of $10,000 to $15,000, and a further $120,000 a year for non-executive chairman Mr Chesebro.
This corrects a mistake in the April 2005 filing on the restated takeover-defence rights plan: one reference to the 'Record Date' should have read 'after the date of the Second Amended and Restated Rights Agreement'. It repeats the plan's terms in full: effective 31 March 2005, term extended to 28 April 2015, rights triggered when a person or group acquires 15% or more of the shares, and redeemable by the board at $.01 per right. No new terms are introduced.
Harvest restated its takeover-defence rights plan with Wells Fargo as rights agent - the standard mechanism that dilutes anyone crossing a set ownership threshold. The plan would be amended four more times over the next decade, each amendment marking a change in who was allowed to accumulate the stock.
Capital Research and Management Company, SMALLCAP World Fund, Inc reported a HARVEST NATURAL RESOURCES, INC. shareholding of 4,273,400 shares (11.60% of votes) in a periodic institutional filing.
The board gave every director and elected officer a contractual indemnity for the fullest protection Delaware law allows, saying it needed to in order to attract and keep people.
Trafelet & Company, LLC, Remy W. Trafelet reported a HARVEST NATURAL RESOURCES, INC. shareholding of 1,112,300 shares (3.05% of votes) in a periodic institutional filing.
Capital Research and Management Company, SMALLCAP World Fund, Inc disclosed a new substantial HARVEST NATURAL RESOURCES, INC. shareholding (7.60% of votes).
HEARTLAND ADVISORS, INC. #, WILLIAM J. NASGOVITZ reported a HARVEST NATURAL RESOURCES, INC. shareholding of 1,551,300 shares (4.20% of votes) in a periodic institutional filing.
James A. Edmiston joined as executive vice-president and chief operating officer on $300,000 and a $50,000 signing bonus. He would become chief executive within a year and stay until the company was wound up thirteen years later.