History
Nuevo Energy bought Athanor Resources in 2002, agreed in 2004 to merge into Plains Exploration & Production and to sell its Congo assets, then ended its registration and listing.
2002-2003: A quiet stretch after an acquisition
The record opens on September 18, 2002, when Nuevo Energy bought Athanor Resources, a privately held company, under a merger agreement with its holders, who included a Yorktown-affiliated group. A registration rights agreement with those sellers suggests Nuevo shares may have been part of the payment, but the filings give no price, assets or size for the deal. That acquisition is the only major event on record for these years, and no share counts were recorded, so the cost of the deal to existing shareholders cannot be traced.
By early 2004 Nuevo described itself as the largest independent producer in California, with operations in West Texas and a half share in fields offshore Congo. At the end of 2003 it carried $369.2 million of long-term debt, and its 2003 revenue was $371.3 million.
2004: Merger, a sale and a delisting
On February 12, 2004, Nuevo agreed to merge into Plains Exploration & Production (PXP) in an all-stock deal. Nuevo holders would receive 1.765 PXP shares for each Nuevo share, valued at $28.05 each and about $945 million in total. PXP would issue about 37.4 million shares and take on $234 million of net debt and $115 million of TECONS, which are convertible preferred securities. Nuevo holders would own about 47% of the combined company. Both boards approved the deal, which still needed both companies' stockholder votes. The same filing set stand-alone guidance for 2004 of 17 to 18 million barrels of oil equivalent, and noted a call to redeem $75 million of 9½% notes on February 27.
On April 8, 2004, Nuevo agreed to sell its Congo subsidiaries to Perenco and Lankan Inc. for an estimated $62 million. They held a 50% interest in the Yombo and Masseko fields and in the production vessel serving them, about 4,800 barrels a day of 2003 production. The sale was expected to bring net proceeds of $56.8 million and a pre-tax gain of $25.6 million, and to close in the second quarter pending consents. It would leave Nuevo with California and West Texas.
In May and July 2004, Nuevo filed notices ending the registration of classes of its securities, and on May 24 its securities were notified for removal from listing. As of its latest filing, in July 2004, Nuevo had ended its reporting obligations for those securities.
Written from the 8 story beats below (2002 to 6 July 2004), which come from the company's own announcements and filings.