12 June 2007listing compliance notice● NeutralMajor
HOUSTON EXPLORATION CO's exchange filed to remove a class of its securities from listing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
6 June 2007listing compliance notice▼ BadMajor
HOUSTON EXPLORATION CO terminated the registration of a class of securities, ending its reporting obligation for them.
23 May 2007security holder rights change● NeutralMajor
On May 21, 2007 the company received the consents and tenders needed from holders of $169,178,000 of its $175M 7% senior subordinated notes due 2013 in a tender offer begun May 2, 2007, and signed a supplemental indenture removing substantially all restrictive covenants and certain default provisions. The changes take effect only once a majority of the notes are accepted for purchase, and that purchase depends on the Forest merger conditions being met. This resolves the open question of the notes exchange offer: it was a tender offer tied to the merger, and the earlier exchange offer is not mentioned.
8 Feb 2007resource reserve update● NeutralMajor
The company reported year-end 2006 proved reserves of 699,328 MMcfe (671,636 MMcf of gas and 4,615 MBbls of oil and liquids), prepared by Netherland, Sewell & Associates. It estimated its capitalised costs exceeded the accounting ceiling by about $573M to $596M pre-tax at a $4.95 per Mcf gas price, but said a fourth-quarter writedown would be needed only if the price at the final test date is below about $6.70 per Mcf, since gas prices rose after year-end. It also added further gas hedges on February 7, 2007. The filing repeats the pending Forest merger information.
6 Feb 2007business combination● Neutral
The company disclosed new natural gas price hedges entered on January 31 and February 1, 2007: costless collars on 40,000 MMBtu per day for March 2007 to February 2008 with an average floor of $7.75 and ceiling of $9.205, plus Houston Ship Channel basis swaps at $0.30. It also lists all its open gas hedges as of February 6, 2007. The filing repeats the Forest merger information and adds nothing new on the deal.
8 Jan 2007business combination▲ GoodMajor
On January 7, 2007 the company agreed to merge into Forest Oil Corporation. Each share converts into $26.25 in cash plus 0.84 Forest shares, with holders able to elect cash, stock or a blend, subject to proration. The deal needs approval from both companies' shareholders and antitrust clearance, and has an outside date of September 30, 2007. Termination fees are $55M payable by the company or $60M payable by Forest in specified circumstances. JANA, holding about 14.7%, agreed to vote for the merger. This is the outcome of the strategic alternatives review that earlier filings said was under way (the filing does not itself say so). The company also amended its rights plan so the deal does not trigger it, and offered executives amendments providing 60 days of transition service followed by severance; 401(k) balances will vest on the merger. The deal is pending, so shareholders' position has not yet ended.
27 Oct 2006material agreement● Neutral
On October 24, 2006 the board approved raises to base salaries for nine executive officers, effective October 1, 2006 (for example, CEO William Hargett to $550,000 from $525,000, and COO Steven Mueller to $400,000). It also amended their employment agreements to comply with a tax rule (Section 409A), delaying some post-separation payments by six months with interest. The filing names Robert T. Ray as Senior Vice President and CFO and Carolyn M. Campbell as Senior Vice President and General Counsel; it does not say what happened to John Karnes, previously listed as CFO.
22 Sept 2006material agreement● Neutral
On September 19, 2006 the board approved a $100,000 discretionary bonus for Jeffrey Sherrick, citing his contribution to completing the offshore Gulf of Mexico divestiture, part of a strategic restructuring announced in November 2005. The filing states the company is, as previously announced, exploring a broad range of strategic alternatives to further enhance shareholder value, but gives no details of any outcome.
31 July 2006material agreement● Neutral
On July 25, 2006 the company amended its executive retirement plan to clarify the benefit formula, without increasing benefits, and restructured its executive and director deferred compensation plans to deal with a new tax rule (Section 409A). Routine benefit-plan housekeeping with no effect on operations or finances.
2 June 2006asset acquisition disposition● NeutralMajor
The Louisiana Gulf of Mexico sale closed on May 31 and June 1, 2006 at a $590M gross price, with net cash of about $530.8M (some interests went to Nippon Oil and Chevron under preferential rights). Of that, $314.2M went to a qualified intermediary for tax-deferred exchanges and about $216.6M mostly repaid credit facility debt, leaving $50M borrowed; the borrowing base was cut to $500M. The company keeps 18 Louisiana offshore blocks (16 undeveloped, two with exploratory wells in progress) and expects to pay about $30M to the predecessor owner of the October 2003 properties to settle a net profits interest triggered by the sale. This resolves the April agreement.
10 Apr 2006material agreement● NeutralMajor
On April 7, 2006 the company agreed to sell substantially all of its Louisiana Gulf of Mexico assets to Merit Energy-affiliated partnerships for about $590M cash, effective January 1, 2006 and expected to close May 31, 2006. These assets had 186.1 Bcfe of proved reserves at December 31, 2005 and about 22% of 2005 production. It continues the Gulf of Mexico exit begun with the Texas sale.
6 Apr 2006asset acquisition disposition● NeutralMajor
The Texas Gulf of Mexico sale to Merit Energy affiliates closed March 31, 2006 for a $220M gross price, with net cash of about $190.8M (some interests went to Hydro Gulf of Mexico and Nippon Oil under preferential rights). These assets were about 18% of 2005 production and 58.5 Bcfe (7%) of proved reserves; $158M repaid credit facility debt, leaving $249M borrowed, and the borrowing base was cut from $600M to $550M. This resolves the February agreement.
1 Mar 2006material agreement● NeutralMajor
On February 28, 2006 the company agreed to sell the Texas portion of its Gulf of Mexico assets to partnerships affiliated with Merit Energy for about $220 million cash, effective January 1, 2006 and expected to close March 31, 2006. This is the first concrete step in the Gulf of Mexico divestiture hinted at in the November 2005 filing. The filing also announces the release of full-year 2005 results (the results themselves are in an exhibit not included here).
6 Jan 2006material agreement● Neutral
Effective January 1, 2006 the company adopted a retirement plan for selected senior employees, paying a lifetime annuity based on final average salary (2.5% per year of service, up to 20 years), with benefits vesting fully on a change of control. It also raised non-employee directors' annual retainer to $40,000 and increased committee fees. These are pay and benefit changes with no effect on the company's assets or debt.
1 Dec 2005asset acquisition disposition● NeutralMajor
On November 30, 2005 the company closed the South Texas purchase from Kerr-McGee/Westport, which was flagged as pending: a $162.7M price cut by $3.7M to a net $159.0M, with $142.7M borrowed on the credit facility after the earlier $16.3M deposit. The properties have about 88 Bcfe of proved reserves (75% gas), about 10 MMcfe/day of production, 60% average working interest and the company operates all of the reserves. The same day it replaced its credit facility with a new five-year $750M one (initial borrowing base $600M, up from $450M, maturing November 30, 2010) that is now secured by onshore assets and still ranks ahead of the 7% notes, with $370M borrowed at closing. The filing's risk language also refers to a planned divestiture of its Gulf of Mexico assets, a new direction that sets up the 2006 sales.
31 Oct 2005material agreement● Neutral
On October 25, 2005 the board approved raises for eight executive officers effective October 1, 2005 as part of its annual review, for example CEO William Hargett to $525,000 (up 5.0%) and Steven Mueller (Executive VP and COO) to $350,000 (up 16.7%). It also granted restricted stock (17,000 shares to Hargett) and stock options at a $54.18 exercise price (38,000 to Hargett). Routine pay matters; the filing adds new officer titles (John Karnes as CFO, Joanne Hresko and Jack Bergeron as onshore and offshore division heads) and Sherrick's pay moves from the $275,000 set at his April 2005 hiring to $289,000.
27 Oct 2005debt financing● NeutralMajor
On October 21, 2005 the company agreed to buy interests in producing properties and undeveloped acreage in four South Texas fields from Kerr-McGee (KMOG Onshore LP) and Westport Oil and Gas for about $163 million cash, with a $16.3 million deposit borrowed on its credit facility and the rest to be borrowed, closing expected by November 30, 2005. The credit facility's borrowing base was raised from $400 million to $450 million, with $200 million borrowed and $22.3 million of letters of credit at October 27, 2005, and the 2005 capital budget was raised from $512 million to $733 million. The facility matures April 1, 2008 and ranks ahead of the $175 million 7% notes. This extends the acquisition-funded-by-bank-debt pattern.
13 Apr 2005material agreement● Neutral
On April 13, 2005 the company hired Jeffrey B. Sherrick as Senior Vice President of Corporate Development, covering mergers, acquisitions, dispositions, reservoir engineering and new prospects. He gets a $275,000 base salary, a bonus target of 55% of salary, and an initial grant of 7,500 restricted shares and 20,000 options; severance on a no-cause exit is 2.99 times annual total compensation (about $1.0 million).
1 Nov 2004asset acquisition disposition▲ GoodMajor
The company closed the Orca Energy purchase on October 29, 2004: the $113.5 million price was cut by $3.7 million to a net $109.8 million, funded with $70.0 million borrowed on the revolving credit facility, $28.4 million of cash and the earlier $11.4 million deposit. The properties have estimated proved reserves of 62.5 Bcfe (81% gas), at a 68% average working interest, with the company operating 85% of the reserves. The BP offshore assets ($31.5 million after $1.5 million adjustments) closed September 30, 2004. This resolves the Orca deal announced in September. The filing also records that in June 2004 the company sold 6,200,000 shares for $297.6 million and used the proceeds to buy back and cancel 10,800,000 KeySpan shares, then sold 620,000 more for $29.76 million, and filed a new $477.36 million shelf registration (not yet effective).
27 Oct 2004material agreement● Neutral
On October 22, 2004 the company granted restricted stock and stock options at $59.16 per share to nine executive officers under its 2004 Long-Term Incentive Plan, under their existing employment agreements; the largest award was to William G. Hargett (13,000 restricted shares and 27,000 options). This is routine executive pay, and it shows Hargett among the officers.
22 Sept 2004material agreement● NeutralMajor
On September 17, 2004 the company agreed to buy shallow-water Gulf of Mexico gas and oil properties from Orca Energy, L.P. for about $113.5 million cash, paying an $11.4 million deposit borrowed on its revolving bank credit facility and expecting to fund the rest from cash and more borrowings; closing is expected by October 29, 2004. The same release announces a $31.5 million purchase of offshore producing assets from BP Exploration & Production Inc., expected to close around September 30, 2004. This continues the Gulf of Mexico buying that began with Transworld in October 2003.
17 Aug 2004listing compliance notice▲ GoodMajor
the New York Stock Exchange certified HOUSTON EXPLORATION CO's securities for listing, clearing them to begin trading.
13 Aug 2004dividend declaration● NeutralMajor
On August 12, 2004 the board declared a dividend of one preferred share purchase right per common share, payable August 23, 2004, under a Rights Agreement with The Bank of New York. Rights become exercisable if a person or group acquires 10% or more of the stock (KeySpan only above 24%); 28,062,004 common shares were outstanding.
4 Dec 2003business combination● Neutral
The company filed a third amendment to its registration for swapping its $175 million of 7% senior subordinated notes due 2013 for registered, freely tradeable ones. The terms are the same as before and the excerpt shows no new financial development; the exchange offer is still not shown as completed (expiry date left blank in the draft).
17 Nov 2003business combination● Neutral
The company filed a second amendment to its registration for exchanging the $175 million 7% senior subordinated notes due 2013 for registered ones. The excerpt shows the same terms as before, with no new financial development; the exchange offer has still not been completed.
29 Oct 2003asset acquisition disposition▲ GoodMajor
The company completed its purchase of Transworld Exploration and Production's shallow-water Gulf of Mexico properties on October 15, 2003, for a net $149 million (after a $6 million reduction from the $155 million price), paid with $24 million of cash and $125 million borrowed under its revolving bank credit facility. The properties have estimated proved reserves of 91.5 Bcfe at July 1, 2003 and about 35 million cubic feet equivalent per day of production; Houston Exploration will operate 97 percent of the reserves at an average 65 percent working interest. This adds Gulf of Mexico reserves and increases bank borrowings.
7 Oct 2003business combination● Neutral
The company filed a first amendment to its registration for exchanging the $175 million 7% senior subordinated notes due 2013 for registered ones. The excerpt shows the same terms as the original, with no new financial development; the exchange offer remains not yet effective.
28 July 2003listing compliance notice▼ BadMajor
HOUSTON EXPLORATION CO's securities were notified for removal from listing and registration on its exchange.
18 July 2003capital raising announcement▲ GoodMajor
On July 17, 2003 the company said it had completed the redemption of all its $100 million 8 5/8% senior subordinated notes due January 2008. The redemption was funded with part of the net proceeds of the $175 million 7% senior subordinated notes due 2013, placed privately on June 10, 2003.
18 July 2003listing compliance notice▼ BadMajor
HOUSTON EXPLORATION CO suspended its duty to file periodic reports with the SEC.