28 Jan 2008listing compliance notice● NeutralMajor
PXP PRODUCING CO LLC's exchange filed to remove a class of its securities from listing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
15 Jan 2008listing compliance notice▼ BadMajor
PXP PRODUCING CO LLC terminated the registration of a class of securities, ending its reporting obligation for them.
15 Jan 2008listing compliance notice▼ BadMajor
PXP PRODUCING CO LLC terminated the registration of a class of securities, ending its reporting obligation for them.
7 Dec 2007listing compliance notice▼ BadMajor
PXP PRODUCING CO LLC terminated the registration of a class of securities, ending its reporting obligation for them.
7 Dec 2007listing compliance notice▼ BadMajor
PXP PRODUCING CO LLC terminated the registration of a class of securities, ending its reporting obligation for them.
26 Nov 2007security holder rights change● NeutralMajor
After the merger, Pogo paid noteholders about $1,291.2 million (plus about $10.4 million of accrued interest) in tender offers and consent solicitations for its 7.875% notes due 2013, 6.625% notes due 2015 and 6.875% notes due 2017. In exchange, the protective terms in the notes' indentures (limits on debt, liens, asset sales, and SEC reporting, among others) were deleted. For the 6.625% notes, the rest were tendered, so Pogo is no longer bound by that indenture. This answers the open question about the fate of these notes after the merger; the filing does not say what happened to the remaining 2013 and 2017 notes that were not tendered or to the 8 1/4% notes due 2011.
21 Nov 2007listing compliance notice▼ Bad
PXP PRODUCING CO LLC withdrew a registration statement, abandoning the offering it covered.
21 Nov 2007listing compliance notice● NeutralMajor
PXP PRODUCING CO LLC's exchange filed to remove a class of its securities from listing.
9 Nov 2007listing compliance notice● NeutralMajor
The PXP merger took effect on November 6, 2007. Each Pogo share was cancelled and converted into 0.68201 PXP shares plus $24.88 cash, worth about $58.48 per share by the filing's calculation, and the separate existence of Pogo ended, leaving it as a wholly owned PXP subsidiary (now named Pogo Producing Company LLC). The merger totalled about $3.4 billion ($1,461,540,030.26 in cash and 40,063,702 PXP shares), funded by PXP's new credit facility. Pogo's NYSE trading was suspended from November 7, 2007, its old Bank of Montreal credit agreement was terminated with no borrowings outstanding, and two former Pogo directors (Thomas A. Fry III and Charles G. Groat) joined the PXP board. This resolves the pending merger thread; the final per-share amount was below the roughly $60 headline figure from July.
1 Oct 2007business combination● NeutralMajor
The final joint proxy statement/prospectus for the PXP merger was filed, dated October 1, 2007. It calls special meetings of Pogo and PXP shareholders for November 6, 2007 (record date September 25, 2007) to vote on the merger. Each Pogo share gets 0.68201 PXP shares and $24.88 in cash (subject to election and proration), and the combined company is expected to be owned 66% by PXP holders and 34% by Pogo holders. Both boards unanimously recommend a yes vote, and the filing notes Pogo holders who do not vote for the deal may have appraisal rights under Delaware law. This moves the July merger agreement toward the shareholder votes it required; the deal had not yet closed.
16 Aug 2007asset acquisition disposition● NeutralMajor
On August 14, 2007, Pogo completed the sale of Northrock Resources, its Canadian business bought in September 2005, to Abu Dhabi's TAQA for about $2 billion, ending its Canadian operations. This resolves the May 2007 agreement and satisfies one of the conditions of the PXP merger. The filing's pro forma statements assume $390 million of the proceeds repays debt (a pro forma assumption, not a stated repayment) and leaves pro forma cash of about $1,594.6 million.
20 July 2007business combination● NeutralMajor
This filing gives the legal terms of the July 17, 2007 PXP merger. Each Pogo share converts into $24.88 cash and 0.68201 PXP shares (cash/stock election with proration), and unvested restricted stock vests and converts into the merger consideration. Closing requires Pogo and PXP shareholder approval and completion of the Northrock sale to TAQA; Pogo owes PXP a $100 million termination fee in specified cases (plus up to $10 million of expenses), and either side can terminate if the deal is not done by Dec 31, 2007 (extendable to Feb 28, 2008). Pogo's rights plan was amended so the merger does not trigger it, and the March 2007 Third Point stockholders agreement ends when the merger takes effect.
17 July 2007business combination▲ GoodMajor
On July 17, 2007, Pogo and Plains Exploration & Production (PXP) announced a definitive merger agreement for PXP to acquire Pogo in a cash and stock deal valued at about $3.6 billion. Pogo holders would get 0.68201 PXP shares plus $24.88 in cash per share (about $60 per share by the release's figure), with a cash-or-stock election subject to proration. Completion is expected in Q4 2007, subject to both companies' shareholder votes; Pogo CEO Paul Van Wagenen and Third Point have agreed to vote in favor. This is the outcome of the strategic alternatives review announced with the Northrock sale; the merger has not closed yet.
13 June 2007asset acquisition disposition● NeutralMajor
On June 8, 2007, Pogo completed the sale of its federal and state Gulf of Mexico oil and gas leases, pipelines and equipment to Energy XXI GOM, LLC for about $419.5 million, which the filing says is an exit from its Gulf of Mexico operations. This finishes the Gulf withdrawal that began with the 50% sale to MitEnergy (Mitsui) in May 2006; the filing's pro forma statements assume about $415.6 million of the cash is used to cut long-term debt (a pro forma assumption, not a completed repayment).
1 June 2007material agreement▲ GoodMajor
On May 28, 2007, Pogo agreed to sell all the shares of Northrock Resources, the Canadian business bought from Unocal in September 2005 for about $1.7 billion, to Abu Dhabi's TAQA for US$2 billion in cash, subject to adjustment. Closing is expected in the third quarter of 2007, pending Canadian regulatory approvals. Northrock has 706 Bcfe of proven reserves at Dec 31, 2006 and about 29,000 barrels of oil equivalent a day of production. Pogo says it is still exploring strategic alternatives, which could include a sale or merger of the company, with no assurance of any deal. It says the sale should significantly reduce debt and interest expense (a company expectation, not a result).
8 Nov 2006business combination● Neutral
On November 8, 2006, Pogo filed a first pre-effective amendment to the exchange offer registration for the $450 million 7.875% notes due 2013. The expiry date is still blank and the filing is not yet effective. The visible text mainly updates the documents it incorporates by reference (including a 10-K/A filed October 27, 2006) and adds a risk factor about disposing of parts of the business. No new borrowing.
28 Aug 2006business combination● Neutral
On August 25, 2006, Pogo filed a registration statement to swap the $450 million of privately placed 7.875% senior subordinated notes due 2013 for identical registered, freely tradable notes. The expiry date is blank and the filing is not yet effective. It is a registration step required by the June 6 agreement, not new borrowing.
31 July 2006material agreement● Neutral
On July 25, 2006, the compensation committee approved pay changes effective August 1, 2006, including CEO Paul Van Wagenen's base salary of $1,640,000, bonuses for 2005 performance, restricted stock awards (36,000 shares to Van Wagenen) and tax assistance payments. Executive employment agreements were extended from August 1, 2007 to August 1, 2008, and director pay was raised (board retainer $60,000). This is routine governance and continues the earlier contract extension.
8 June 2006debt financing● NeutralMajor
On June 6, 2006, Pogo issued and sold $450 million of 7.875% senior subordinated notes due May 1, 2013, under an indenture with Bank of New York Trust Company. The notes rank behind the revolver and other senior debt, with interest paid each May 1 and November 1 from November 1, 2006. Pogo also agreed to register an exchange offer for the notes. This completes the offering priced June 1 and is the planned refinancing of the revolver borrowings used for Latigo. The filing does not say whether the Goldman $450 million term loan was repaid, so that thread stays open.
2 June 2006material agreement● NeutralMajor
On June 1, 2006, Pogo priced a private offering of $450 million of senior subordinated notes due 2013 and signed the purchase agreement with the initial purchasers. Closing was set for June 6, with net proceeds of about $441.6 million meant to repay revolver debt, part of which funded the Latigo purchase. This is the planned $400 million offering announced May 31, now sized at $450 million. The filing text gives the rate as 7.785% in one place and 7 7/8% in the press release (the next filing confirms 7.875%). Pogo also agreed not to sell similar securities for 90 days without the purchasers' consent.
31 May 2006asset acquisition disposition● NeutralMajor
On May 31, 2006, Pogo completed the sale of half its Gulf of Mexico interests to Mitsui affiliate MitEnergy for $500 million, about $475 million after adjustments. This completes the April 20 agreement. The sold half equals about 8,000 barrels a day of oil and 24 MMcf a day of gas (as of March 31, 2006). Pro forma figures show $471.6 million of added cash and the sale proceeds were used to repay part of the debt taken on for Latigo. Pogo also announced a planned private offering of $400 million of senior subordinated notes. Latigo's proven reserves were put at 258 Bcfe at year-end 2005, about 275,000 MMcfe by April 1, 2006.
8 May 2006debt financing● NeutralMajor
On May 2, 2006, Pogo closed the Latigo acquisition (agreed April 13), financing it with a new $450 million senior unsecured term loan from Goldman Sachs Credit Partners due May 2, 2012, plus about $300 million drawn on the revolver. The loan starts at 6.875% interest and steps up 50 basis points each quarterly payment from August 2, 2006, capped at the 10-year Treasury yield plus 600 basis points. After 120 days, on notice from a Goldman affiliate, Pogo must sell debt securities to refinance it. This resolves the Latigo purchase and sets up a refinancing obligation.
26 Apr 2006material agreement● NeutralMajor
On April 20, 2006, Pogo agreed to sell half of its federal and state Gulf of Mexico leasehold interests and related pipelines and equipment to MitEnergy Upstream, a Mitsui affiliate, for $500 million in cash, with closing expected in June 2006. Other owners hold preferential purchase rights on some leases. Mitsui Oil Exploration was also a buyer in the 2005 $820 million Thailand sale, and Pogo says it intends to look with Mitsui for joint acquisitions in the US and Canada. This is a partial sale of the Gulf assets, which were already hit by the 2005 hurricanes.
19 Apr 2006business combination● NeutralMajor
On April 13, 2006, Pogo agreed to buy Latigo Petroleum, a private Tulsa company with about 404,700 net acres mainly in the Texas Panhandle and Permian Basin, for $750 million in cash. That includes about $210 million to retire Latigo's bank debt and $35 million held in escrow. Closing was expected in May 2006, subject to Hart-Scott-Rodino approval. Goldman Sachs Credit Partners committed to up to $500 million of bridge loans as a possible temporary funding source. This is a new acquisition following the Northrock purchase.
21 Dec 2005business combination● Neutral
On December 21, 2005, Pogo filed a registration statement to swap the $500 million of privately placed 6.875% senior subordinated notes due 2017 for identical registered, freely tradable notes. The expiry date is blank and the filing is not yet effective. It is a registration step, not new borrowing, and follows the same pattern as the 6.625% 2015 notes exchange filed earlier in 2005.
29 Sept 2005asset acquisition disposition● NeutralMajor
On September 27, 2005, Pogo completed the Northrock Resources purchase from Unocal for about $1.7 billion, below the $1.8 billion headline price after agreed adjustments. This closes the thread opened by the July 8 agreement. It was funded with cash, the $500 million 6.875% notes due 2017 (issued Sept 23), and $508 million drawn on the revolver, which was amended to allow up to $1 billion (a $250 million increase) and had $509 million outstanding. The filing also says Hurricanes Katrina and Rita left about 18,000 barrels of oil and 35 million cubic feet of gas per day of net production shut in, substantially all Gulf of Mexico output. Only one Pogo-operated platform (Main Pass 123) appears to have major damage so far, but the full extent is unknown. Business interruption insurance on some blocks is expected to pay about $800,000 a day, starting 60 days after shut-in.
22 Sept 2005material agreement▼ BadMajor
On September 21, 2005, Pogo priced a private offering of $500 million of 6.875% senior subordinated notes due 2017, closing scheduled for September 23, with estimated net proceeds of about $490.3 million. The money is meant to fund part of the pending Northrock purchase (and replace some expected credit facility borrowing), or be used for general corporate purposes if that deal doesn't complete. The filing also says Hurricane Rita was moving through the Gulf of Mexico, personnel were evacuated, substantially all remaining Gulf production was shut in, and damage could be substantial in addition to Hurricane Katrina damage.
20 Sept 2005business combination● Neutral
On September 20, 2005, Pogo filed Amendment No. 1 to its registration statement for exchanging the $300 million of privately placed 6.625% senior subordinated notes due 2015 for registered ones. The exchange offer's expiry date is still blank and the registration is not yet effective. The filing lists uncertainties around closing the Northrock acquisition among its risk factors. This continues the June 24 filing and adds no new borrowing.
18 Aug 2005asset acquisition disposition● NeutralMajor
On August 17, 2005, Pogo closed the sale of its Thailand operations (Thaipo shares and its 46.34% interest in B8/32 Partners, covering a 608,000 gross acre concession) to PTTEP Offshore and Mitsui for U.S. $820 million. This completes the June 17 agreement. Pro forma figures in the filing show cash rising from $242.6 million to about $1,039.7 million and long-term debt unchanged at $880.4 million as of June 30, 2005. The Hungary sale (about $9 million, June 7, 2005) is also reflected.
15 Aug 2005material agreement● Neutral
On August 9, 2005, Pogo announced a retention plan for Northrock employees: permanent full-time staff who stay in good standing for one year after closing, or are terminated other than for cause in that time, get a one-time payment equal to annual base salary. The Northrock acquisition from Unocal is still pending. The filing gives no total cost.