10 Oct 2006substantial holder notice● Neutral
BARCLAYS GLOBAL INVESTORS, NA. and 1 other reported a PXP PRODUCING CO LLC shareholding of 2,145,846 shares (3.70% of votes) in a periodic institutional filing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
5 Oct 2006substantial holder notice● Neutral
TRT Holdings, Inc, Robert B. Rowling disclosed a new substantial PXP PRODUCING CO LLC shareholding (9.21% of votes).
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.
9 Aug 2006substantial holder notice● Neutral
BARCLAYS GLOBAL INVESTORS, NA. and 1 other reported a PXP PRODUCING CO LLC shareholding of 5,424,844 shares (9.35% of votes) in a periodic institutional filing.
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.
14 Feb 2006substantial holder notice● Neutral
PRIMECAP Management Company reported a PXP PRODUCING CO LLC shareholding of 6,242,746 shares (10.42% of votes) in a periodic institutional filing.
13 Feb 2006substantial holder notice● Neutral
VANGUARD CHESTER FUNDS - VANGUARD PRIMECAP FUND reported a PXP PRODUCING CO LLC shareholding of 3,260,000 shares (5.44% of votes) in a periodic institutional filing.
2 Feb 2006substantial holder notice● Neutral
and State Farm Mutual Automobile Insurance Company, and State Farm Life Insurance Company, and State Farm Fire and Casualty Company, and State Farm Insurance Companies Employee Retiremen reported a PXP PRODUCING CO LLC shareholding of 3,180,145 shares (5.30% of votes) in a periodic institutional filing.
26 Jan 2006substantial holder notice● Neutral
BARCLAYS GLOBAL INVESTORS, NA. and 1 other disclosed a new substantial PXP PRODUCING CO LLC shareholding (14.07% of votes).
20 Jan 2006securities registration● Neutral
PXP PRODUCING CO LLC filed the final prospectus for a registered offering.
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.
3 Oct 2005securities registration● Neutral
PXP PRODUCING CO LLC filed the final prospectus for a registered offering.
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.
12 Sept 2005substantial holder notice● Neutral
BARCLAYS GLOBAL INVESTORS, NA. and 1 other reported a PXP PRODUCING CO LLC shareholding of 8,888,743 shares (14.89% of votes) in a periodic institutional filing.
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.
1 Aug 2005material agreement● Neutral
On July 26, 2005, the compensation committee approved pay changes effective August 1, 2005: CEO Van Wagenen's salary is $1,640,000, with 2004 bonuses (he gets $750,000) paid one-third in cash now and the rest in August 2006 and 2007. It also granted restricted stock (36,000 shares to Van Wagenen), approved tax assistance payments, and extended executive employment agreements from August 1, 2006 to August 1, 2007. This continues the January 2005 extension of those agreements.
12 July 2005material agreement● NeutralMajor
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.
24 June 2005business combination● Neutral
On June 24, 2005, Pogo filed a registration statement to swap $300 million of its privately placed 6.625% senior subordinated notes due 2015 for identical, freely tradable registered notes. Holders can exchange on equal terms; the expiry date is blank in this filing and it is not yet effective. This is a registration step, not new borrowing by itself, and continues the pattern of the 2001 notes exchange.
20 June 2005material agreement▲ GoodMajor
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.
9 June 2005substantial holder notice● Neutral
PRIMECAP Management Company reported a PXP PRODUCING CO LLC shareholding of 6,339,846 shares (10.39% of votes) in a periodic institutional filing.
10 May 2005substantial holder notice● Neutral
Capital Research and Management Company, The Growth Fund of America, Inc reported a PXP PRODUCING CO LLC shareholding of 1,000,000 shares (1.60% of votes) in a periodic institutional filing.