17 June 2013listing compliance notice▼ BadMajor
MCMORAN EXPLORATION CO /DE/ terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
4 June 2013business combination● NeutralMajor
This is the final amendment (No. 6) to the going-private statement, reporting the merger's completion. Stockholders approved the merger on June 3, 2013, and it closed that day at $14.75 cash plus 1.15 royalty trust units per share. MMR stock stopped trading on the NYSE, and MMR expects to file Form 15 to deregister its shares and suspend reporting. Equity awards were either cashed out or converted into FCX awards.
4 June 2013listing compliance notice● NeutralMajor
MCMORAN EXPLORATION CO /DE/'s exchange filed to remove a class of its securities from listing.
4 June 2013asset acquisition disposition● NeutralMajor
The FCX merger closed on June 3, 2013, and McMoRan is now a wholly owned subsidiary of FCX. Each common share converted into $14.75 cash plus 1.15 Gulf Coast Ultra Deep Royalty Trust units (a 5% overriding royalty on twenty ultra-deep prospects), with cash for fractional units. The $150M-facility credit agreement was terminated after repayment, FCX guaranteed the 11.875% notes, and holders can require repurchase of those notes at 101% and of the 4% and 5¼% convertible notes at 100%. FCX's Series 2 preferred was cancelled with no consideration.
7 May 2013business combination● Neutral
On May 6, 2013, McMoRan and the other defendants signed a memorandum of understanding to settle the stockholder class action over the FCX merger, without admitting wrongdoing. In return, MMR and/or FCX agreed to actions on the royalty trust unit listing, trust agreement provisions, changes to the charter amendment, and extra proxy disclosures. The settlement still needs a final stipulation and court approval. The extra disclosures say about 230 million royalty trust units are expected to be issued, and FCX is expected to keep units tied to shares it holds (about 3.5 million, or 1.5%, from its preferred stock). The merger terms are unchanged and the deal is still pending.
3 May 2013business combination● NeutralMajor
This is the final proxy statement for the FCX buyout, setting a special stockholder meeting for June 3, 2013 (record date April 4, 2013). Terms are unchanged: $14.75 cash plus 1.15 royalty trust units per share, with the board recommending a vote in favour. It needs a majority of all shares and a majority excluding FCX, PXP and named insider holders; not voting counts as a vote against. Delaware appraisal rights may be available to holders who do not vote for the merger. The filing says none of the royalty prospects had reserves or production other than the onshore Lineham Creek well. The deal is still pending at this point.
30 Apr 2013business combination● Neutral
Amendment No. 5 to the FCX going-private statement keeps the same terms ($14.75 cash plus 1.15 royalty trust units per share, same approvals and appraisal rights). The share count of 163,100,608 is given as of April 26, 2013. The buyout is still pending, not completed, and no change in shareholder position is stated.
19 Apr 2013business combination● Neutral
Amendment No. 4 to the FCX going-private statement again keeps the terms unchanged ($14.75 cash plus 1.15 royalty trust units per share). It updates the share count to 163,100,608 outstanding at April 15, 2013. The buyout is still pending and no special meeting date appears in the text seen.
3 Apr 2013business combination● Neutral
Amendment No. 3 to the FCX going-private statement leaves the terms unchanged ($14.75 cash plus 1.15 royalty trust units per share, same votes and antitrust condition). It updates the share count to 163,074,708 outstanding at March 22, 2013. The buyout is still pending.
12 Mar 2013business combination● Neutral
Amendment No. 2 to the going-private statement for the FCX buyout repeats the unchanged terms: $14.75 cash plus 1.15 royalty trust units per MMR share, with the same stockholder votes, antitrust clearance and Delaware appraisal rights. The only new fact seen is that 163,049,208 MMR common shares were outstanding at Feb 28, 2013. The buyout is still pending, not completed.
8 Feb 2013business combination● Neutral
This is Amendment No. 1 to the December going-private statement, adding Gulf Coast Ultra Deep Royalty Trust as a filing party. The deal terms are unchanged: $14.75 cash plus 1.15 royalty trust units per share, subject to the same stockholder votes and antitrust clearance. The buyout is still pending, not completed.
1 Feb 2013asset acquisition disposition● Neutral
On January 28, 2013, McMoRan sold certain Breton Sound properties to Century Exploration New Orleans. Century took on about $4.6 million of abandonment obligations and McMoRan paid Century $0.6 million cash. The properties were about 2% of Q4 2012 production and under 1% of reserves, with negative estimated value at June 30, 2012. The filing restates the Laphroaig sale and earlier sales, with combined net cash proceeds of $135.3 million and expected Q1 2013 gains of about $76.6 million for the Century and Laphroaig sales.
24 Jan 2013asset acquisition disposition▲ GoodMajor
On January 17, 2013, McMoRan sold the Laphroaig field to Energy XXI Onshore for $80.0 million cash plus assumption of related abandonment obligations. The field was about 10% of Q4 2012 production and 4% of estimated reserves at June 30, 2012. This continues the series of shelf property sales begun in October 2012: cash from the Laphroaig sale and earlier sales totals $135.9 million, with a gain of about $74 million expected in Q1 2013 (after about $39.7 million recorded in Q4 2012).
28 Dec 2012business combination● Neutral
McMoRan, FCX and related FCX entities filed the going-private transaction statement required because FCX is a major existing holder, alongside a preliminary proxy and the royalty trust's S-4 registration (Gulf Coast Ultra Deep Royalty Trust). It restates the terms: $14.75 cash plus 1.15 royalty trust units per share, with appraisal rights under Delaware law. The fee was calculated on 204,829,909 fully diluted shares at $15.67 (December 20, 2012 price), a valuation of about $3.21 billion. It moves the December 5 deal toward a stockholder vote but does not complete it.
7 Dec 2012business combination▲ GoodMajor
This is the formal filing of the December 5 FCX deal. Each McMoRan common share would convert into $14.75 in cash plus 1.15 units of a royalty trust holding a 5% overriding royalty on certain shallow-water ultra-deep Gulf of Mexico prospects. This fills in the per-share terms missing earlier. Closing needs a majority of all shares, a majority excluding shares owned by FCX, PXP and certain insiders, and a charter amendment vote, plus U.S. antitrust clearance. PXP has agreed to vote its shares in favour. McMoRan would owe FCX a $98 million termination fee, or up to $19.5 million of expense reimbursement, under specified circumstances. The deal can be ended if not completed by June 5, 2013 (extendable to Sept 5, 2013). It is not yet completed.
5 Dec 2012business combination▲ GoodMajor
On December 5, 2012, McMoRan, Freeport-McMoRan (FCX) and Plains Exploration & Production (PXP) announced that FCX signed definitive agreements to acquire McMoRan for about $3.4 billion in cash ($2.1 billion after adjusting for the 36% of McMoRan already owned by FCX and PXP). McMoRan stockholders will also receive units in a royalty trust holding a 5% overriding royalty on future production from McMoRan's existing shallow-water ultra-deep Gulf of Mexico properties; the deal is subject to conditions and approvals, including a stockholder vote. Per-share price is not given in the text seen, and this is an announcement, not yet a completed buyout.
19 Nov 2012asset acquisition disposition● Neutral
On November 13, 2012, McMoRan closed the sale of Eugene Island shelf properties to Arena Energy for $36.8 million cash before adjustments, plus assumption of related abandonment obligations (about $37.3 million per the exhibit). Together with the October Renaissance sale, proceeds total $64.8 million for properties that were about 9% of proved reserves; this completes the pending Arena sale from the prior filing, and the filing attaches pro forma financials.
9 Oct 2012asset acquisition disposition● Neutral
On October 2, 2012, McMoRan sold three Gulf of Mexico shelf properties in the West Delta and Mississippi Canyon areas to Renaissance Offshore for $28.0 million cash plus assumption of related abandonment obligations. The assets were about 1% of Q2 2012 production and 3% of reserves; a further $36.8 million sale of Eugene Island properties to Arena Energy is expected to close in Q4 2012, and McMoRan expects net gains of about $40 million from the two deals combined.
13 Sept 2012capital raising announcement● Neutral
On September 13, 2012, McMoRan again extended its 5¼% convertible notes, exchanging $67,832,000 of the notes due 2012 for new notes due October 6, 2013 at the same $16.575 conversion price, and said it intends to repay the remaining $345,000 at the October 6, 2012 maturity. The press release says about 162 million common shares are outstanding, or about 224 million if all convertibles and preferred stock were converted.
11 Oct 2011capital raising announcement● Neutral
On October 6, 2011, McMoRan swapped $68,177,000 of its 5¼% convertible notes due Oct 2011 for new 5¼% convertible notes due October 6, 2012, and repaid the remaining $6,543,000 in cash at maturity. The new notes keep the $16.575 conversion price, so this pushes the maturity back a year and resolves the open 2011 notes thread.
9 Sept 2011capital raising announcement● Neutral
On September 8, 2011, McMoRan's subsidiary bought out Whitney Exploration's interests under a 2009 exploration agreement, including a 2.97% working interest in Davy Jones and a 2% working interest in Blackbeard East, for $10 million cash and 2,835,158 McMoRan shares, and assumed Whitney's obligations. McMoRan agreed to register the shares for resale within 30 days; this increases McMoRan's share of those prospects and adds shares to the count.
6 July 2011debt financing● NeutralMajor
On June 30, 2011, McMoRan's subsidiary McMoRan Oil & Gas signed a new five-year, $150 million senior secured revolving credit facility with JPMorgan as agent, expandable by $150 million. It replaces the August 2007 credit agreement that was set to expire August 6, 2012, and matures June 30, 2016, unless the 11.875% senior notes due 2014 have not been redeemed or refinanced by August 16, 2014, in which case it matures on that date.
28 Jan 2011asset acquisition disposition● Neutral
This amendment adds the financial statements for the acquired PXP Gulf of Mexico shelf assets (revenues and direct operating expenses for 2007-2009 and nine months of 2010) and pro forma combined statements for McMoRan, which were permitted to be filed after the December 2010 closing. The text of the filing itself gives no figures; the numbers are in the attached exhibits, which are not reproduced here.
4 Jan 2011asset acquisition disposition● NeutralMajor
The PXP deal closed on December 30, 2010 after shareholders approved the issuance of 51 million shares to PXP; McMoRan paid $75 million cash plus those shares. At closing it also issued $200 million of 4% convertible senior notes due 2017, 200,000 shares ($200 million) of 5.75% Series 1 convertible perpetual preferred to institutional investors, and 500,000 shares ($500 million) of Series 2 preferred to a Freeport-McMoRan subsidiary. This resolves the September 2010 pending acquisition and financing, adding the PXP shelf assets and new debt and preferred stock alongside the large share issuance.
21 Dec 2010listing compliance notice● NeutralMajor
MCMORAN EXPLORATION CO /DE/'s exchange filed to remove a class of its securities from listing.
23 Sept 2010business combination● NeutralMajor
McMoRan agreed on September 19, 2010 to buy Plains Exploration & Production's shallow-water Gulf of Mexico shelf properties (in which McMoRan already owns working interests in substantially all of the properties) for $75 million cash and 51 million McMoRan shares (valued at $818 million total at $14.57 a share). It also lined up $900 million of convertible securities to fund and accompany the deal: $200 million of 4% convertible notes and $200 million of 5¾% convertible perpetual preferred to institutional investors, plus $500 million of the preferred sold to Freeport-McMoRan Copper & Gold. The deal needs shareholder approval of the share issuances, antitrust clearance and the financings closing, and terminates if not completed by February 28, 2011. Issuing 51 million shares to PXP would be significant dilution for existing holders, and PXP would get two board seats.
1 July 2010capital raising announcement● Neutral
McMoRan induced conversion of a further 16,574 shares (about 43% of those outstanding) of its 8% convertible preferred into about 2.4 million common shares, paying $3.3 million in cash. The filing says this saves about $1.3 million a year in dividends and leaves about 22,000 8% preferred shares, 1.6 million shares of 6¾% mandatory convertible preferred and about 95.5 million common shares outstanding; this continues the February 2010 conversions.
5 Feb 2010capital raising announcement● Neutral
McMoRan agreed privately to induce conversion of about 43,000 shares (49%) of the 8% convertible preferred issued in 2009 into about 6.2 million common shares, paying $7.9 million in cash to the holders. The filing says this saves about $3.4 million a year in preferred dividends and leaves about 92 million common shares and about 44,000 preferred shares outstanding, so existing shareholders are diluted somewhat in exchange for lower dividend costs.
19 June 2009material agreement● NeutralMajor
McMoRan signed underwriting agreements with J.P. Morgan on June 16, 2009 to sell 16,675,000 common shares (including 2,175,000 overallotment shares) and 86,250 shares of a new 8% convertible perpetual preferred stock (including 11,250 overallotment shares), off its 2007 shelf registration. A press release says the base offerings priced at 14.5 million common shares at $5.75 and 75,000 preferred shares at $1,000 each, which adds new shares and a new preferred class to the share count; the filing does not state how the proceeds will be used.
14 Nov 2008listing compliance notice● NeutralMajor
MCMORAN EXPLORATION CO /DE/'s exchange filed to remove a class of its securities from listing.