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.
11 June 2013securities registration● Neutral
MCMORAN EXPLORATION CO /DE/ amended its automatic shelf registration statement.
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.
4 June 2013substantial holder notice● Neutral
Freeport-McMoRan Copper & Gold Inc reported a MCMORAN EXPLORATION CO /DE/ shareholding of 100.00% of votes in a periodic institutional filing.
3 June 2013securities registration● Neutral
MCMORAN EXPLORATION CO /DE/ amended its automatic shelf registration statement.
3 June 2013securities registration● Neutral
MCMORAN EXPLORATION CO /DE/ amended its automatic shelf registration statement.
3 June 2013securities registration● Neutral
MCMORAN EXPLORATION CO /DE/ amended its automatic shelf registration statement.
3 June 2013securities registration● Neutral
MCMORAN EXPLORATION CO /DE/ amended its automatic shelf registration statement.
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.
6 May 2013quarterly activities report● Neutral
MCMORAN EXPLORATION CO /DE/ reported quarterly revenue of $81.4 million and net income of $63.0 million for the period ended 2013-03-31.
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.
14 Feb 2013substantial holder notice● Neutral
Paulson & Co. Inc disclosed a new substantial MCMORAN EXPLORATION CO /DE/ shareholding (9.61% of votes).
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).
18 Jan 2013quarterly activities report● Neutral
MCMORAN EXPLORATION CO /DE/ reported quarterly revenue of $84.2 million for the period ended 2012-12-31.
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.
13 Dec 2012substantial holder notice● Neutral
Plains Exploration & and 1 other reported a MCMORAN EXPLORATION CO /DE/ shareholding of 51,000,000 shares (31.50% of votes) in a periodic institutional filing.
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.
6 Dec 2012substantial holder notice● Neutral
Freeport-McMoran Copper & Gold Inc, Freeport-McMoran Preferred LLC reported a MCMORAN EXPLORATION CO /DE/ shareholding of 31,250,000 shares (16.20% of votes) in a periodic institutional filing.
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.
2 Nov 2012quarterly activities report▼ Bad
MCMORAN EXPLORATION CO /DE/ reported quarterly revenue of $84.2 million and a net loss of $53.7 million for the period ended 2012-12-31.
19 Oct 2012quarterly activities report▼ Bad
MCMORAN EXPLORATION CO /DE/ reported quarterly revenue of $91.8 million and a net loss of $53.7 million for the period ended 2012-09-30.