History
Belco Oil & Gas took over Westport in 2001 and became Westport Resources, bought Utah gas assets in 2002, then agreed in 2004 to a $3.4 billion Kerr-McGee merger and filed to end its registrations.
2001: The Belco and Westport merger
The record begins in June 2001, when Belco Oil & Gas Corp. agreed to merge with Westport Resources Corporation in a stock-for-stock deal. Belco shareholders were to receive 0.4125 Westport share for each Belco share, while Belco's 6 1/2% convertible preferred stock would stay outstanding with an adjusted conversion ratio. Belco would owe a $12.5 million termination fee, plus up to $2.5 million of Westport's expenses, if it walked away to take a better offer. Holders of about 51.8% of Belco's common stock and about 73.2% of Westport's had agreed to vote in favour.
A registration statement and joint proxy followed in early July. Westport was to merge into Belco, which would take the Westport Resources name and trade on the New York Stock Exchange as "WRC". The merger closed on August 21, 2001, after Belco shareholders approved it. Former Westport holders owned about 73.9% of the combined company. The press release valued the deal at about $866 million, including $523 million of assumed long-term debt. The combined business held about 1.1 trillion cubic feet equivalent of proved reserves at June 30, 2001 (Belco 637 billion, Westport 445 billion). Donald Wolf became Chairman and CEO, and Barth Whitham President and COO.
2002-2003: The Utah purchase
The next big step came on December 17, 2002, when the company bought natural gas properties and gathering and compression assets (pipes and equipment that collect and move gas) in Uintah County, Utah, from affiliates of El Paso Corporation. The price was about $510 million. It was funded by selling 11.5 million new common shares to the public and $300 million of 8.25% Senior Subordinated Notes due 2011 placed privately. The purchase added assets, but also debt, and the share issue diluted existing holders. The record for 2003 is otherwise quiet in the major events.
2004: Merger with Kerr-McGee and delisting
On April 7, 2004, Westport and Kerr-McGee Corporation announced that their boards had unanimously approved a merger valued at about $3.4 billion, under an agreement dated April 6, 2004 that also names Kerr-McGee (Nevada) LLC. The combined company was to be called Kerr-McGee Corporation, based in Oklahoma City. The disclosures seen do not give the exchange ratio or what Westport shareholders would receive, and they do not confirm that Kerr-McGee (Nevada) LLC is the successor to Westport.
From late June to August 2004, Kerr-McGee (Nevada) LLC filed a series of notices: three terminations of registration of classes of securities, ending reporting obligations, and two notices of removal from exchange listing and registration.
Written from the 10 story beats below (2001 to 9 Aug 2004), which come from the company's own announcements and filings.