9 Feb 2015listing compliance notice▼ BadMajor
APCO OIL & GAS INTERNATIONAL INC 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.
30 Jan 2015business combination● NeutralMajor
The Pluspetrol merger closed on January 29, 2015: every Ordinary and Class A share was cancelled and converted into the right to receive $14.50 in cash (about $427 million in total), except shares held by Apco, its subsidiaries, Pluspetrol or holders who exercised appraisal rights. Shareholders approved it on January 26, 2015. Trading on NASDAQ was suspended, Apco is now a wholly-owned Pluspetrol subsidiary, all directors and officers resigned, PRC Oil & Gas B.V. is sole director, and the company will file a Form 15 to stop reporting after the delisting takes effect. This resolves the merger thread.
29 Jan 2015listing compliance notice● NeutralMajor
APCO OIL & GAS INTERNATIONAL INC's exchange filed to remove a class of its securities from listing.
16 Jan 2015business combination● Neutral
Four putative shareholder class actions challenging the Pluspetrol merger (inadequate price, flawed process, deal-protection terms, conflicts tied to WPX) were agreed in principle on January 16, 2015 to be settled, subject to court approval. Apco agreed only to make extra disclosures in the proxy materials, and the filing says the settlement does not change the meeting timing, merger timing or the $14.50 price; defendants deny wrongdoing. The extra disclosures include WPX's estimate that the Vaca Muerta assets had a present value of about $3.9 billion against about $9.2 billion of capital spending needed, and that WPX valued its Argentine interests (separately sold) at $5-10 million.
6 Jan 2015material agreement● NeutralMajor
On December 30, 2014 Apco agreed with Río Negro province to extend the Entre Lomas concession by ten years to January 21, 2026, paying a net bonus of $7.9 million in January 2015 and committing about $57.6 million of spending over the remaining term. The provincial production tax rises from 12% to 15% from January 2015. Apco's interests are unchanged at 23% direct and 52.79% combined, and this fits the extension to January 21, 2026 already in the context, now with its cost terms.
22 Dec 2014business combination● NeutralMajor
Apco filed the final proxy statement, setting an extraordinary shareholder meeting for January 26, 2015 (record date December 19, 2014) to vote on the $14.50 per share cash merger with Pluspetrol. The approval standard is now stated as two-thirds of shares attending and voting, rather than two-thirds of all outstanding shares as in the preliminary version, and abstentions count against while non-votes have no effect. WPX's roughly 69% stake is enough to pass it, and the company says it holds the vote because Cayman law, NASDAQ rules and the merger agreement require it.
31 Oct 2014business combination● NeutralMajor
Apco filed the preliminary proxy statement for the shareholder vote on the October 2, 2014 Pluspetrol merger, which would pay $14.50 in cash per share (about $426.9 million maximum aggregate value). Two-thirds approval is needed, and WPX's roughly 69% stake is covered by the power of attorney, so the filing says its shares are enough to adopt the deal; the meeting date and record date are still blank.
3 Oct 2014business combination▲ GoodMajor
On October 2, 2014, Apco agreed to be acquired by Pluspetrol Resources Corporation, with each ordinary and Class A share converted into $14.50 in cash (except for shares held by Apco, its subsidiaries, Pluspetrol, or appraisal-rights dissenters). Closing needs approval by holders of two-thirds of shares and a related sale by majority holder WPX (about 69%) of its Apco Argentina S.A. and Northwest Argentina Corporation interests to Pluspetrol; WPX has granted a power of attorney to vote its shares for the merger. A $15.45 million termination fee applies in certain cases, and either side can terminate if not completed by July 2, 2015. The deal is pending, so shareholders' cash buyout is not yet final.
6 Jan 2012material agreement termination● Neutral
When Williams distributed all WPX Energy shares to its stockholders on December 31, 2011, Apco's administrative services deal with Williams was replaced by a new one with WPX at the same cost allocation, running one year and renewing annually. WPX, which owns about 69% of Apco, is now fully publicly owned and Williams holds no Apco shares; Apco's ownership by WPX itself did not change.
3 Dec 2009auditor change● Neutral
On November 30, 2009, Deloitte & Co. S.R.L. was engaged as independent accountant for Apco Austral S.A., a significant Argentine subsidiary, for the first stand-alone audit of it. Ernst & Young remains Apco's principal auditor and is expected to rely on Deloitte's report. This is not a replacement of Apco's main auditor.
27 July 2009material agreement▲ GoodMajor
On July 23, 2009, Neuquén province approved a 10-year extension of the Bajada del Palo (to September 6, 2025) and Entre Lomas (to January 21, 2026) concessions, which Apco holds 23% of directly. The partners pay a total $12.5 million bonus, the provincial production tax rises from 12% to 15% (up to 18% depending on prices), and they must spend $237 million. It does not cover the Rio Negro part of Entre Lomas. The company is now named Apco Oil and Gas International Inc.
30 Jan 2009material agreement● Neutral
On January 26, 2009, Apco, Petrolera Entre Lomas and Petrobras Energia amended and restated the joint venture agreement for the Bajada del Palo concession. It confirms interests of 23% Apco, 73.15% PELSA and 3.85% Petrobras, with PELSA as operator. The filing also states Apco's total interest in Entre Lomas, Agua Amarga and Bajada del Palo is 52.79% (23% direct plus 29.79% through its 40.72% stake in PELSA).
31 Jan 2005material agreement▲ GoodMajor
On January 25, 2005, Apco agreed to buy 79,752 shares (55.44%) of Rio Cullen Las Violetas S.A. for US$6.2 million from general funds, giving it a 25.78% effective interest in three Tierra del Fuego concessions (Rio Cullen, Las Violetas, Angostura). Antrim Energy's Netherfield and Roch are co-buyers of the rest of the company from The Tower Fund; closing was expected by February 7, 2005. This is Apco's first acquisition described in this batch, outside its existing Argentine interests, following the failed Globex deal. The filing also states Apco's 81.82% interest in Canadon Ramirez (the earlier context listed 45%) and a 50% share of the Capricorn block with Netherfield.
18 July 2002auditor change● Neutral
This amendment to the July 3, 2002 auditor-change filing repeats the switch from Arthur Andersen to Ernst & Young and extends the 'no disagreements' statement through June 30 and July 3, 2002. It adds that Andersen has stopped issuing the confirming letters to the SEC, so no new letter is attached.
3 July 2002auditor change● Neutral
On July 3, 2002, Apco told Arthur Andersen it would no longer use the firm as auditor from the quarter ended June 30, 2002, and chose Ernst & Young instead, on a board decision. Andersen's reports for 2001 and 2000 were clean and there were no disagreements. This replaces the Arthur Andersen appointment that had been put to shareholders for 2001.
3 Jan 2002listing compliance notice▼ Bad
APCO OIL & GAS INTERNATIONAL INC withdrew a registration statement, abandoning the offering it covered.
28 Dec 2001business combination● NeutralMajor
Apco and Globex mutually terminated their April 5, 2001 merger agreement on December 28, 2001, ending the pending deal (and the planned transfer of assets and renaming that depended on it). Under the termination agreement neither side owes the other anything further except as set out in Section 7.2 of the merger agreement, and each releases claims for breaches of the merger agreement. The press release says the companies re-evaluated the terms 'under existing circumstances' and that Apco will keep considering acquisitions.
7 Dec 2001business combination● Neutral
Amendment No. 3 to the Globex merger registration statement is a further draft with the same terms in the portion provided: same exchange ratios, up to 3,994,890 new shares, 65%/35% split and the same proposals. Meeting dates remain blank, so the merger is still pending and not yet approved; the truncated text may contain other changes not visible here.
26 Oct 2001business combination● Neutral
Amendment No. 2 to the Globex merger registration statement is another draft revision. In the portion provided, the terms are unchanged: the same exchange ratios, up to 3,994,890 new shares, 65%/35% split, and the same list of proposals. Meeting dates are still blank, so the merger remains pending; the truncated text may contain other changes not visible here.
31 Aug 2001business combination● Neutral
Amendment No. 1 to the Globex merger registration statement keeps the same exchange ratios, share count (up to 3,994,890) and 65%/35% ownership split. Changes visible in the text: Randy Barnard now signs as Apco's Chairman, President and CEO (the first filing was signed by John C. Bumgarner, Jr.), the Apco meeting becomes an annual general meeting, and shareholders will also vote on electing two directors and approving Arthur Andersen LLP as 2001 auditors. Apco's address moved to One Williams Center, 23rd Floor, Tulsa. The merger is still not yet approved or completed.
3 July 2001business combination● NeutralMajor
Apco Argentina filed its first registration statement for a merger with Globex Energy, Inc. under an agreement dated April 5, 2001. Globex common holders would get 1.896 Apco shares per share and Globex preferred holders 3,846.154 Apco shares per share, for up to 3,994,890 new Apco shares. Existing Apco shareholders would keep their shares and own about 65% of the combined company (Globex holders about 35%), which would be renamed Globex Energy, Inc. and based in Houston. Apco shareholders are also asked to approve moving its 23% Entre Lomas, 1.5% Acambuco and 45% Canadon Ramirez interests into a new Argentine subsidiary, and its Petrolera Perez Companc shares into a Cayman subsidiary.