PXP PRODUCING CO LLC

PXP PRODUCING CO LLC's exchange filed to remove a class of its securities from listing.

listing compliance notice

PXP PRODUCING CO LLC terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

PXP PRODUCING CO LLC terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

PXP PRODUCING CO LLC terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

PXP PRODUCING CO LLC terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

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.

security holder rights change

PXP PRODUCING CO LLC's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

listing compliance notice

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.

business combination

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.

asset acquisition disposition

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.

business combination

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.

business combination

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).

asset acquisition disposition

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).

material agreement

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.

debt financing

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.

material agreement

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.

asset acquisition disposition

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.

debt financing

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.

material agreement

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.

business combination

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.

asset acquisition disposition

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.

material agreement

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.

asset acquisition disposition

On July 8, 2005, Pogo agreed to buy all the shares of Northrock Resources Ltd., a Canadian subsidiary of Unocal, for U.S. $1.8 billion in cash (subject to adjustment). Northrock has 644 Bcfe of estimated proven reserves on about 300,000 net acres plus about 1.1 million net acres of undeveloped leasehold. Closing is expected in Q3 2005, subject to Canadian Competition Act and Investment Canada Act approvals. Pogo plans to pay with cash, international asset sale proceeds (the pending Thailand sale), its revolver and capital markets deals, and has a July 5 Goldman Sachs Credit Partners commitment for up to $1.8 billion of bridge loans (falling to $1.0 billion if the Thailand sale closes first). This is the large acquisition the Thailand sale proceeds were said to be aimed at.

material agreement

On June 17, 2005, Pogo agreed to sell all of its Thailand operations, including its 46.34% interest in the Thailand concession (via Thaipo and B8/32 Partners), to PTTEP Offshore and Mitsui for US$820 million, with closing expected in Q3 2005. Closing depends on other concession owners' preferential purchase rights (exercisable by July 19, 2005) expiring or being waived, and on Thai Department of Mineral Fuels approval. The press release says proceeds will fund capital projects and possible acquisitions, and it also mentions an earlier ~$9 million sale of Pogo Hungary (closed) and a $275-375 million share repurchase program.

material agreement

On December 16, 2004, Pogo replaced its March 8, 2001 credit agreement with a new revolving credit agreement of up to $750 million, maturing December 16, 2009, with a borrowing base currently $900 million. Pogo borrowed $350 million, using part to repay the old facility, and on December 21 borrowed another $190 million to fund part of the purchase price of an oil and gas property acquisition done by stock purchase. The filing does not name the acquisition target.

debt financing

The NORIC merger closed on March 14, 2001, giving Pogo all of North Central Oil Corporation. Former NORIC holders received 12,615,816 Pogo shares and about $344,710,000 in cash, and Pogo repaid North Central's $78,600,000 of bank debt. Funding came from cash on hand and a new March 8, 2001 credit agreement led by Bank of Montreal. Former NORIC holders now own about 23.6% of Pogo and are bound by a voting agreement; this completes the deal proposed in the earlier proxy filings.

asset acquisition disposition

Pogo filed the final version of its proxy for the NORIC merger, setting a shareholder vote for March 13, 2001 (record date February 5, 2001). The board recommends voting for it. Terms are unchanged at about $630 million, half cash and half stock, but the expected former-NORIC ownership range widened to 22%-27% from 22%-26% in the preliminary version.

business combination

Pogo Producing Company (the filer here, whose earlier filings appear under the PXP Producing name in this record) filed a preliminary proxy asking its shareholders to approve buying NORIC Corporation, parent of North Central Oil Corporation. Consideration is about $630 million, half cash and half Pogo stock; the fee table values it at $639,392,201 using a $28.0625 share price. Existing Pogo shares stay unchanged, and former NORIC holders would own roughly 22% to 26% of Pogo.

business combination