Each one in plain English, with the numbers worked through for a shareholder.
8 Aug 2007auditor change● Neutral
Hercules dismissed Grant Thornton as its auditor -- with clean opinions and no disagreements on the record -- and engaged Ernst & Young for fiscal 2007, a routine change coinciding with the company's post-TODCO scale-up.
With the TODCO merger now closed, the fleet report jumped to a much larger combined roster of renumbered "Hercules"-branded rigs -- though several of the newly added domestic units sat stacked and ready between contracts as the enlarged company absorbed the deal.
17 July 2007asset acquisition disposition▲ GoodMajor
Hercules completed its acquisition of TODCO on July 11, 2007, paying about $925.8 million in cash and issuing about 56.6 million shares. It funded the cash with a new $1.05 billion credit facility ($900 million term loan plus $150 million revolver) and terminated its 2005 credit agreement.
Three domestic rigs sat idle and "stacked ready" between contracts as Gulf of Mexico demand softened, and a liftboat (the Mako) was damaged, incurring a $1 million deductible.
Hercules filed Amendment No. 1 to the TODCO merger registration statement, keeping the same terms (about $924.4 million cash and 56.6 million shares) and now filling in the blanks: a joint stockholder vote on July 11, 2007 in Houston, with a May 30, 2007 record date. The merger cannot close unless both companies' shareholders approve.
Hercules filed the registration statement (Form S-4) for the TODCO merger it agreed in March. It sets the deal at about $924.4 million in cash plus about 56.6 million Hercules shares (0.979 Hercules shares plus $16.00 per TODCO share), and asks Hercules holders to vote on issuing the shares, electing three directors and adding 6,800,000 shares to the 2004 incentive plan (1,200,000 if the merger fails). Meeting date and time were left blank; this is the formal paperwork for the deal already announced, not a new transaction.
Ahead of the TODCO merger closing, Hercules named John Rynd Executive VP and COO over all drilling and marine operations and promoted James Noe to Senior VP/General Counsel/Chief Compliance Officer -- management realignment to run the combined company.
Two Chevron-contracted rigs re-signed at lower dayrates (~$67-69K, down from $79-81K) -- domestic Gulf of Mexico pricing softening even as the TODCO merger neared completion.
Hercules agreed to acquire TODCO, a much larger jackup drilling company, in a deal worth about $930.7 million cash plus 56.9 million new Hercules shares -- roughly doubling the company's size in its biggest move yet.
Rig 20's dayrate was cut sharply to $69-70K as its high-priced Energy XXI contract ended, even as the India rig continued working steadily under its Cairn contract.
Rig 15's dayrate reset sharply lower to $74-76K (from $89-91K), and the Rig 26 upgrade cost climbed again to about $47 million with completion pushed to July -- the first signs of softer domestic pricing and rising rebuild costs.
A Gulf of Mexico liftboat was damaged in a storm and will be out roughly nine months, while the Rig 26 upgrade's completion slipped again (to late April 2007) with cost confirmed at $40 million.
13 Nov 2006asset acquisition disposition▲ GoodMajor
Hercules closed the Halliburton liftboat purchase at $51.6 million, adding 13 liftboats and a Nigeria shore base through new subsidiary Hercules Oilfield Services -- completing its second major West Africa expansion in a year.
Hercules replaced individual executive contracts with a unified set of employment agreements for CEO Randall Stilley, drilling president John Rynd, CFO Steven Manz, liftboat president Randal Reed and general counsel James Noe, setting updated salaries, bonus targets and 2-3x severance formulas -- standard post-IPO executive-comp housekeeping, not a leadership change.
Hercules's pre-IPO private-equity sponsors (Greenhill Capital Partners and LR-Hercules Holdings) exercised their registration rights to force a public resale of 7.5 million shares -- the sponsors beginning to cash out, not new capital coming into the company.
Rig 31 began drilling in India at $109-111K, and the Nigeria liftboats renewed their Chevron contract with roughly a 30% dayrate increase -- continued pricing strength across the international fleet.
Hercules agreed to buy 8 more liftboats from Halliburton's West Africa operations (plus rights to 5 managed vessels and a Nigeria shore base) for about $50 million plus a three-year earnout, extending its West Africa liftboat push begun with the 2005 Danos deal.
The Rig 26 upgrade scope grew again, pushing its estimated cost to $35-40 million, while crew shortages kept forcing liftboats to hot-stack temporarily.
Rig 20 moved to a new customer at a much higher dayrate (from $84-86K to $114-116K) and the Qatar rig's rate stepped up again, even as the growing liftboat fleet had to temporarily hot-stack some vessels for lack of available crews.
Hercules tripled its revolving credit line to $75 million, cut its interest rate and pushed the maturity out to 2010, replacing prior investment caps with a collateral-coverage test -- a sign lenders were comfortable extending more capacity as the company's acquisition-driven growth continued.
Hercules signed a two-year employment contract for Randal Reed, president of its liftboat subsidiary, with a $170,000 base salary and standard severance terms -- routine management housekeeping.
Two rigs finished shipyard upgrades and immediately landed new firm contracts at roughly double their prior dayrates (~$79-81K), and Rig 16 signed a two-year Qatar contract with Occidental -- a strong quarter for re-contracting.
Hercules signed standard indemnification agreements with CEO Randall Stilley and its non-employee directors -- routine post-IPO governance paperwork with no operational impact.
Hercules agreed to buy five more liftboats (plus one under construction) from Laborde Marine Lifts for $52 million, its second liftboat-fleet purchase in six months.