22 Dec 2009listing compliance notice▼ BadMajor
PARALLEL PETROLEUM CORP deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
22 Dec 2009listing compliance notice▼ BadMajor
PARALLEL PETROLEUM CORP deregistered its securities, ending its obligation to file reports with the SEC.
15 Dec 2009securities registration● Neutral
PARALLEL PETROLEUM CORP amended an already-effective registration statement.
15 Dec 2009securities registration● Neutral
PARALLEL PETROLEUM CORP amended an already-effective registration statement.
30 Nov 2009substantial holder notice● Neutral
I.R.S. Identification of Above Person PLLL Holdings, LLC, I.R.S. Identification of Above Person Apollo Management VII, L.P, I.R.S. Identification of Above Person AIF VII Management, LLC, I.R.S. Identification of Above Person Apollo Management, L.P, I.R.S. Identification of Above Person Apollo Management GP, LLC, I.R.S. Identification of Above Person Apollo Management Holdings, L.P, I.R.S. Identification of Above Person Apollo Management Holdings GP, LLC reported a PARALLEL PETROLEUM CORP shareholding of 100.00% of votes in a periodic institutional filing.
25 Nov 2009listing compliance notice● NeutralMajor
PARALLEL PETROLEUM CORP's exchange filed to remove a class of its securities from listing.
25 Nov 2009listing compliance notice● NeutralMajor
The Apollo merger was completed on November 25, 2009: the Apollo buyer merged into Parallel, which is now a wholly owned subsidiary of PLLL Holdings. Each remaining share was converted into the right to receive $3.15 in cash (except for shares held by Apollo-side entities or by holders who dissent and seek appraisal under Delaware law). Shareholders no longer have any interest in Parallel's future earnings, NASDAQ trading ends at the close on November 25, 2009, and Parallel asked NASDAQ to file the form removing the shares from listing and deregistering them. This resolves the open buyout, delisting and merger-closing threads.
23 Nov 2009security holder rights change● Neutral
On November 20, 2009 Parallel signed a second amendment to its 2000 shareholder rights plan so the plan expires immediately before the Apollo merger is completed. This follows the September 2009 first amendment that exempted the deal and clears the plan away as part of the buyout. It does not change the $3.15 price.
2 Nov 2009substantial holder notice● Neutral
I.R.S. Identification of Above Person PLLL Acquisition Co, I.R.S. Identification of Above Person PLLL Holdings, LLC, I.R.S. Identification of Above Person Apollo Management VII, L.P, I.R.S. Identification of Above Person AIF VII Management, LLC, I.R.S. Identification of Above Person Apollo Management, L.P, I.R.S. Identification of Above Person Apollo Management GP, LLC, I.R.S. Identification of Above Person Apollo Management Holdings, L.P, I.R.S. Identification of Above Person Apollo Management Holdings GP, LLC disclosed a new substantial PARALLEL PETROLEUM CORP shareholding (87.40% of votes).
30 Oct 2009business combination● NeutralMajor
Apollo's final report on its tender offer says the extra offering period ended October 29, 2009 with 36,390,826 shares (about 87.38% of the total) tendered, up from about 84.62% at the first expiry. All were accepted and paid for at $3.15. Apollo now has enough votes to approve the second-step merger on its own, so the remaining holders will be paid the same $3.15 (subject to appraisal rights) and the stock will leave NASDAQ. This continues the Apollo buyout, but the merger itself had not yet closed in this filing.
23 Oct 2009business combination● NeutralMajor
The Apollo tender offer closed its initial period at midnight on October 22, 2009 with about 35,244,824 shares tendered (about 84.62% of outstanding, including about 802,359 under guaranteed delivery). Apollo's buyer accepted all of them for payment at $3.15. A subsequent offering period runs to 5:00 p.m. October 29, 2009 at the same price, with no withdrawal rights. After it, the remaining shares are to be converted into $3.15 cash in a merger (subject to appraisal rights), and Parallel would become a wholly owned Apollo subsidiary and leave NASDAQ. This meets the majority minimum (20,823,223 shares) set earlier. The merger itself has not yet closed in this filing, so it is not yet final for holders who did not tender.
19 Oct 2009business combination● Neutral
Apollo's side filed an amendment that only adds detail on who controls the Apollo management entities (Harris, Black and Rowan as executive officers and managers). No change to the $3.15 offer or its terms.
15 Oct 2009material agreement● NeutralMajor
Parallel formally reported two things from October 13, 2009: Amendment No. 1 to the Apollo merger agreement (termination fee cut from $5.5 million to $4.0 million plus up to $1.0 million of expenses; tail period twelve to nine months), and a memorandum of understanding to settle the shareholder lawsuits (Delaware consolidated action plus the Midland and Harris County Texas suits). The settlement includes added disclosure in the 14D-9, dismissal of claims, a general release and court approval; no admission of wrongdoing. It moves the lawsuit thread toward resolution, though final court approval is still needed.
13 Oct 2009business combination● NeutralMajor
Apollo's side disclosed the same fee reduction ($5.5 million to $4.0 million plus up to $1.0 million of expenses; tail period twelve to nine months). It also reported two more Delaware suits (Bernstein, Oct 1; Harris, Oct 2). All five suits, the three Delaware ones now consolidated before Vice Chancellor Laster plus the Texas ones, were covered by a settlement Memorandum of Understanding signed October 13. The settlement requires fee cut, added disclosure and dismissal of claims, and is subject to class certification and court approval. This resolves the lawsuits thread only if the courts approve; the offer price is unchanged.
13 Oct 2009business combination● NeutralMajor
Parallel amended its response to the Apollo tender offer. On October 13, 2009 the termination fee Parallel could owe was cut from $5.5 million to $4.0 million plus up to $1.0 million of Apollo's expenses, and the tail period for that fee was cut from twelve to nine months. The filing also adds background on the sale process: on September 9 Apollo offered $2.80 per share and a strategic bidder, 'Company C', offered for the assets (implied about $0.80 per share). On September 11 Apollo raised its offer to $3.15, called its best and final, against Company C's revised implied price of about $1.28. The board judged Apollo's offer clearly superior. Executives are to get five-year employment terms with Apollo, and Oldham has agreed to reinvest 65% of his option proceeds in an Apollo affiliate. The $3.15 price is unchanged. The forecasts section is cut off in the text.
1 Oct 2009business combination▼ Bad
Apollo's side amended its tender offer paperwork to describe the same three shareholder lawsuits (Hollinger, Passerella, Stratton). The suits seek to block the offer and merger, and the Texas ones also ask to rescind the deal or award damages. Apollo's entities say the claims are entirely without merit and they will defend them vigorously. The offer terms are unchanged.
1 Oct 2009business combination▼ Bad
Parallel disclosed three shareholder class-action lawsuits filed within days of the Apollo offer: Hollinger (Delaware Chancery, September 25), Passerella (Midland County, Texas, September 29) and Stratton (Harris County, Texas, September 30). They claim the directors breached their duties in agreeing to the $3.15 deal; the Texas suits also name Apollo entities for aiding and abetting. The Hollinger complaint says CEO Larry Oldham has 179,000 unvested options worth $119,610 that would accelerate. Parallel says the claims lack merit and it will defend vigorously. The filing does not say the suits have delayed the offer, and they are a new open thread.
24 Sept 2009business combination● NeutralMajor
Apollo's vehicles (PLLL Holdings and PLLL Acquisition Co.) formally launched the tender offer on September 24, 2009, as Parallel had said they would. They are offering $3.15 cash per share for all shares, valued at $131,767,832 for fee purposes (41,646,445 shares plus 519,200 shares under in-the-money options). The offer is not subject to a financing condition. This filing mostly points to the Offer to Purchase for the details, so it adds little beyond launching the offer.
24 Sept 2009business combination● NeutralMajor
Parallel's board filed its formal response to Apollo's tender offer, which launched September 24, 2009 at $3.15 cash per share (the price announced on September 15). The offer is run by PLLL Acquisition Co., it first expires at the end of October 22, 2009, and it needs 20,823,223 of the 41,646,445 shares outstanding to be tendered (a majority). A second-step merger would then convert any remaining shares into the same $3.15, except for holders who properly use Delaware appraisal rights. The filing also notes a June 30, 2009 confidentiality agreement with Apollo Management and that some officers and directors have interests that differ from other shareholders'. The board's recommendation itself falls in the truncated part of the text, so it is not stated here.
15 Sept 2009business combination▼ BadMajor
On September 15, 2009 Parallel signed a merger agreement with PLLL Holdings and PLLL Acquisition Co. (Apollo affiliates). A cash tender offer at $3.15 per share is to begin within seven business days, followed by a merger leaving Parallel a wholly owned subsidiary. The offer needs a majority of shares tendered; Parallel may owe a $5.5 million termination fee if it accepts a superior proposal. The filing also reports a September 14 amendment to the 2000 rights plan so the deal does not trigger it. The $3.15 price compares with $18.50 in the December 2007 offering.
15 Sept 2009business combination● NeutralMajor
Apollo's acquisition vehicles (PLLL Holdings, LLC and PLLL Acquisition Co.) filed a pre-launch notice of a planned tender offer for all Parallel common shares at $3.15 cash per share, about $132 million in total, in a deal valued at about $483 million including about $351 million of net debt. The offer is expected to start by September 24, 2009; a second-step merger would then pay the same price to remaining holders. Apollo-managed funds have committed $283.2 million of equity and there is no financing condition. Parallel will also offer to repurchase its $150 million 10.25% Senior Notes at 101% of face value.
15 Sept 2009business combination● NeutralMajor
Parallel filed a communication announcing a definitive agreement for an affiliate of Apollo Global Management to acquire it, with the joint press release of September 15, 2009 attached as an exhibit. This begins the sale process; the substantive terms are in the same-day filings, and the exhibit text here is not reproduced.
4 May 2009debt financing▼ Bad
On April 30, 2009 Parallel and its banks amended the May 2008 credit agreement, keeping the $230 million borrowing base but loosening the maximum debt-to-EBITDA ratio to 5.00 to 1.00 for 2009, 4.25 for 2010 and 4.00 from 2011 (previously 4.00). Interest margins rose by 0.25 percentage points (LIBOR margin now 2.75%-3.25%). The filing does not say why the covenant was changed (the easing could be an inference of tighter headroom, not stated).
10 Mar 2009substantial holder notice● Neutral
Neuberger Berman Inc., Neuberger Berman, LLC, Neuberger Berman Management LLC, Neuberger Berman Equity Funds reported a PARALLEL PETROLEUM CORP shareholding of 509,895 shares (1.23% of votes) in a periodic institutional filing.
24 Feb 2009resource reserve update▼ BadMajor
Production held up in late 2008 at 7,641 barrels of oil equivalent a day, but reserves did not: proved reserves fell 13% to 33.2 million barrels of oil equivalent after an 8.2 million barrel downward revision driven purely by the price collapse, oil having gone from $96 to $45. The value of those reserves halved, to about $308 million.
13 Feb 2009substantial holder notice● Neutral
Next Century Growth Investors, LLC, Thomas L. Press reported no remaining PARALLEL PETROLEUM CORP shareholding in its periodic institutional filing.
12 Feb 2009substantial holder notice● Neutral
Neuberger Berman Inc., Neuberger Berman, LLC, Neuberger Berman Management LLC, Neuberger Berman Equity Funds reported a PARALLEL PETROLEUM CORP shareholding of 3,080,089 shares (7.41% of votes) in a periodic institutional filing.
12 Feb 2009substantial holder notice● Neutral
Barrow, Hanley, Mewhinney & Strauss, Inc reported a PARALLEL PETROLEUM CORP shareholding of 2,169,780 shares (5.22% of votes) in a periodic institutional filing.
11 Feb 2009substantial holder notice● Neutral
Barrow, Hanley, Mewhinney & Strauss, Inc disclosed a new substantial PARALLEL PETROLEUM CORP shareholding (5.22% of votes).
5 Feb 2009substantial holder notice● Neutral
BARCLAYS GLOBAL INVESTORS, NA. and 1 other disclosed a new substantial PARALLEL PETROLEUM CORP shareholding (3.79% of votes).