14 Feb 2008substantial holder notice● Neutral
VANGUARD CHESTER FUNDS - VANGUARD PRIMECAP FUND reported no remaining PXP PRODUCING CO LLC shareholding in its periodic institutional filing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
28 Jan 2008listing compliance notice● NeutralMajor
PXP PRODUCING CO LLC's exchange filed to remove a class of its securities from listing.
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 2007securities registration● Neutral
PXP PRODUCING CO LLC amended an already-effective registration statement.
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.
9 Nov 2007substantial holder notice● Neutral
INVESCO PLC AIM Advisors, Inc. AIM Capital Management, Inc. Powershares Capital disclosed a new substantial PXP PRODUCING CO LLC shareholding (12.91% of votes).
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 2007substantial holder notice● Neutral
Third Point LLC I.D. #, Third Point Offshore Fund, Ltd., Daniel S. Loeb reported a PXP PRODUCING CO LLC shareholding of 4,615,000 shares (7.90% of votes) in a periodic institutional filing.
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).
13 Mar 2007substantial holder notice● Neutral
Third Point LLC I.D. #, Third Point Offshore Fund, Ltd., Daniel S. Loeb reported a PXP PRODUCING CO LLC shareholding of 4,615,000 shares (7.90% of votes) in a periodic institutional filing.
23 Feb 2007substantial holder notice● Neutral
Third Point LLC I.D. #, Third Point Offshore Fund, Ltd., Daniel S. Loeb reported a PXP PRODUCING CO LLC shareholding of 4,615,000 shares (7.90% of votes) in a periodic institutional filing.
16 Feb 2007substantial holder notice● Neutral
Third Point LLC I.D. #, Third Point Offshore Fund, Ltd., Daniel S. Loeb reported a PXP PRODUCING CO LLC shareholding of 4,615,000 shares (7.90% of votes) in a periodic institutional filing.
14 Feb 2007substantial 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 (5.44% of votes) in a periodic institutional filing.
14 Feb 2007substantial holder notice● Neutral
VANGUARD CHESTER FUNDS - VANGUARD PRIMECAP FUND reported a PXP PRODUCING CO LLC shareholding of 3,260,000 shares (5.58% of votes) in a periodic institutional filing.
14 Feb 2007substantial holder notice● Neutral
PRIMECAP Management Company reported a PXP PRODUCING CO LLC shareholding of 6,168,146 shares (10.56% of votes) in a periodic institutional filing.
5 Feb 2007substantial holder notice● Neutral
Third Point LLC I.D. #, Third Point Offshore Fund, Ltd., Daniel S. Loeb reported a PXP PRODUCING CO LLC shareholding of 4,615,000 shares (7.90% of votes) in a periodic institutional filing.
1 Dec 2006substantial holder notice● Neutral
Third Point LLC I.D. #, Daniel S. Loeb reported a PXP PRODUCING CO LLC shareholding of 4,200,000 shares (7.20% of votes) in a periodic institutional filing.
21 Nov 2006substantial holder notice● Neutral
Third Point LLC I.D. #, Daniel S. Loeb disclosed a new substantial PXP PRODUCING CO LLC shareholding (7.20% of votes).
15 Nov 2006securities registration● Neutral
PXP PRODUCING CO LLC filed the final prospectus for a registered offering.
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.