17 Dec 2014listing compliance notice▼ BadMajor
Athlon Energy Inc. terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
17 Dec 2014capital raising announcement● NeutralMajor
After the Encana takeover, Athlon cleaned up its debt. On Dec 12, 2014 parent Athlon Energy Inc. paid Athlon Holdings LP $1,277,000,000 for 20 new partnership units. On Dec 15 the issuers redeemed 35% of each note series early (the $500M 2021 notes: $175M at 107.375%; the $650M 2022 notes: $227.5M at 106.000%). On Dec 16 they redeemed all the rest (2021 notes: $325M at 100% plus a make-whole premium; 2022 notes: $422.5M at 110.000%), and on Dec 17 the trustee discharged both indentures. This answers the open question about the 2021 and 2022 notes: both are fully repaid, contrary to the earlier expectation that the 2022 notes would stay outstanding. The filing does not say where the $1,277,000,000 came from or what the total redemption cost was.
17 Dec 2014listing compliance notice▼ BadMajor
Athlon Energy Inc. terminated the registration of a class of securities, ending its reporting obligation for them.
14 Nov 2014listing compliance notice● NeutralMajor
Athlon Energy Inc.'s exchange filed to remove a class of its securities from listing.
13 Nov 2014business combination● NeutralMajor
Athlon reports the deal closed on Nov 13, 2014: Encana's subsidiary accepted the tendered shares, merged into Athlon, and Athlon survives as an indirect wholly owned subsidiary of Encana. Remaining shares (other than appraisal-rights shares) were converted into $58.50 cash; total consideration was about $5.9 billion, paid from Encana's cash on hand. The Bank of America credit agreement was repaid in full and terminated, Athlon's directors resigned and Encana's nominees took over, the executive officers (including Mr. Reeves as CEO) were terminated and replaced, and the charter and bylaws were restated. NYSE trading is suspended before the open on Nov 14, and Athlon intends to file Form 15 to deregister the shares. This ends public shareholders' position, ending the Encana takeover thread; the filing does not state what happened to the $500 million 2021 and $650 million 2022 notes.
13 Nov 2014business combination● Neutral
Athlon's own filing mirrors Encana's: the offer expired Nov 12, 2014 with 88,025,770 shares tendered (about 86.9% of fully diluted), the minimum condition was met, and shares were accepted for payment at $58.50 cash. The follow-on merger will convert remaining shares (except those with perfected appraisal rights) to $58.50 cash without a shareholder vote, and the shares will be delisted from the NYSE. It adds nothing beyond the Encana filing except attaching Encana's press release.
13 Nov 2014business combination● NeutralMajor
Encana reports the tender offer expired as scheduled at midnight Nov 12, 2014 with 88,025,770 shares tendered (about 86.9% of fully diluted shares), plus 4,487,330 more covered by guaranteed delivery notices (about 4.4%). The majority-tender condition was met, all conditions were satisfied, and Encana's subsidiary accepted the shares for payment at $58.50 cash. A merger under Delaware's Section 251(h) without a shareholder vote follows, converting remaining shares (except appraisal-rights shares) to $58.50 cash, and Athlon shares will be delisted from the NYSE. This resolves the tender offer thread.
7 Nov 2014business combination● Neutral
Athlon's 8-K formally reports the Nov 3, 2014 merger agreement amendment: the termination fee cut from $207.5 million to $59.3 million, the notice and negotiation duties on a rival bid waived, the material adverse effect test limited to events up to Nov 7, Athlon required to publicly disclose within 24 hours any written offer for 100% of the shares or substantially all assets, and the offer extended to midnight Nov 12. It also confirms Encana released Apollo, officers and independent directors (about 35.8% of fully diluted shares) from their agreements to tender. This is the official filing of terms already seen in Encana's Nov 3 filing, resolving the truncated disclosure item; the $58.50 price is unchanged.
4 Nov 2014business combination● Neutral
Athlon amended its response to the Encana offer (Amendment No. 4). It confirms that on Nov 3, 2014 Encana released the supporting holders from their Tender Support Agreements, and adds that the limited partners in Athlon Holdings LP will hold no units or shares after the merger and will be paid an amount in settlement of their Tax Receivable Agreement rights; among directors, only Mr. Reeves is party to such an agreement. It also adds a fuller sale history: Evercore's Apr 16, 2014 approach to Mr. Reeves about an all-cash sale to Encana, and an Aug 11, 2014 dinner where Encana's CEO indicated interest at $52.00 per share (the final offer is $58.50). The visible text is cut off, so later background is not shown.
3 Nov 2014business combination● NeutralMajor
Encana extended the tender offer from Nov 7 to midnight New York time on Nov 12, 2014; about 35,302,143 shares had been tendered as of Oct 31. On Nov 3, Encana, Athlon and the other defendants signed a memorandum of understanding to settle certain of the lawsuits, and the merger agreement was amended: the termination fee was cut from $207.5 million to $59.3 million, and Athlon's duty to give Encana notice and negotiate on a rival bid was removed. The amendment also limits the material adverse effect condition to events up to Nov 7, and Encana released the supporting holders from their tender support agreements. The $58.50 price is unchanged. The visible text is cut off, so further amendment terms may not be shown.
29 Oct 2014business combination▼ Bad
Athlon amended its response to the Encana offer to add the fifth lawsuit, the Oct 23 Cambridge Retirement System class action in Delaware (Case 10277), which also names Apollo Global Management. The litigation section is otherwise the same as before, including the statement that an injunction could delay or jeopardize the deal.
28 Oct 2014business combination▼ Bad
Encana amended its tender offer filing to add a fifth lawsuit, filed Oct 23, 2014 in Delaware Chancery by The City of Cambridge Retirement System (Case 10277). It also names Apollo Global Management as a defendant, alleging it aided breaches of fiduciary duty, and alleges the 14D-9 is misleading. The filing again says the outcome cannot be predicted and an injunction could delay or jeopardize the deal.
20 Oct 2014business combination▼ Bad
Athlon amended its response to the Encana offer to mirror Encana's update, adding the two Oct 17 Delaware lawsuits (Phillips and Rousseau), for four suits in total. Phillips and Rousseau allege that Athlon's own 14D-9 is misleading. The filing says an injunction could delay or jeopardize the deal; the board's recommendation and offer terms are not changed in this filing.
20 Oct 2014business combination▼ Bad
Encana amended its tender offer filing to say two more shareholder class actions were filed in Delaware Chancery on Oct 17, 2014 (Phillips, Case 10246, and Rousseau, Case 10250), bringing the total to four suits. Phillips and Rousseau also allege Athlon's Schedule 14D-9 is misleading. The suits seek to block or undo the deal, and the filing says the outcome cannot be predicted. The $58.50 offer terms are unchanged.
17 Oct 2014business combination● Neutral
Athlon amended its response to the tender offer to mirror Encana's update: antitrust (HSR) clearance came by early termination effective Oct 14, 2014, so that condition is met, and it restates the Texas and Delaware shareholder lawsuits seeking to stop the deal. It also says that as of Oct 6, 2014 directors and executive officers owned 9,944,923 shares, which would bring them about $581.8 million if all were tendered at $58.50. The board's recommendation and the offer terms are not changed.
16 Oct 2014business combination● NeutralMajor
Encana amended its tender offer filing to report that the FTC granted early termination of the antitrust (HSR) waiting period on Oct 14, 2014, so that closing condition is now satisfied. It also reports two shareholder lawsuits seeking to block or undo the deal: one filed in Tarrant County, Texas on Oct 6 and one in Delaware Chancery Court on Oct 9. They allege the price is inadequate and the sale process and deal protections were unfair. The filing says an injunction could delay or jeopardize the deal and the outcome cannot be predicted. The offer terms and Nov 7 expiry are unchanged.
10 Oct 2014business combination● NeutralMajor
Athlon filed its formal response to the Encana tender offer, stating its board unanimously recommends that shareholders tender their shares at $58.50 cash. It repeats the terms: offer initially expires Nov 7, 2014, a majority-tender condition and HSR clearance apply, and any untendered shares (other than appraisal-rights shares) are to be converted to $58.50 cash in a follow-on merger without a shareholder vote. As of Oct 6, 2014 there were 97,134,446 shares outstanding, plus 1,855,563 Athlon Holdings LP units exchangeable into shares. The Goldman Sachs fairness opinion is attached as an annex. The visible text restates the deal and adds no new terms.
10 Oct 2014business combination▲ GoodMajor
Encana and its subsidiary Alenco formally started the tender offer on Oct 10, 2014, offering $58.50 cash per Athlon share. It is scheduled to expire at midnight New York time on Nov 7, 2014 unless extended. It is conditioned on a majority of fully diluted shares tendering and HSR antitrust clearance, and has no financing condition. Encana says the transaction is valued at about $5.82 billion for the filing fee, based on 97,134,446 shares outstanding plus restricted shares and units. The filing also lists a Texas shareholder complaint filed Oct 6, 2014. This is the start of the offer expected since the Sept 29 announcement; a shareholder tendering would receive cash.
2 Oct 2014business combination▲ GoodMajor
Athlon disclosed the merger agreement signed Sept 27, 2014 with Encana and its subsidiary Alenco: a $58.50 per share cash tender offer, conditional on a majority of fully diluted shares tendering, HSR antitrust clearance, no material adverse effect and other customary conditions. After the offer, Alenco merges into Athlon, and remaining shares (other than appraisal-rights shares) are cancelled and converted into $58.50 cash. Apollo, officers and independent directors, about 35.8% of fully diluted shares, agreed to tender. Athlon owes a $207.5 million termination fee in certain terminations. Executives' non-compete periods were extended to 12 months. This is the agreement behind the Encana announcement, but the deal has not yet closed.
2 Oct 2014business combination● Neutral
Athlon filed a short pre-commencement notice under the tender offer rules that only refers to the Oct 2, 2014 8-K (Items 1.01 and 8.01). It carries no new information of its own.
1 Oct 2014business combination● Neutral
Encana filed an investor presentation dated Oct 1, 2014 that restates the $7.1 billion Athlon deal ($5.93 billion cash plus $1.15 billion of assumed debt), expected to close by year-end 2014. It describes Athlon as about 140,000 net acres and ~30,000 boe/d of production, and says Encana plans at least $1 billion of capital in 2015. These are Encana's own plans, not new deal terms.
30 Sept 2014business combination● Neutral
Encana filed transcripts of its Sept 29 investor and media conference calls and an announcement video about the Athlon acquisition. The visible text is mostly disclaimers and forward-looking-statement warnings, and it says the offer has not yet commenced. It adds no new deal terms in the portion provided.
29 Sept 2014business combination▲ GoodMajor
Encana Corporation announced a deal to buy all of Athlon for $58.50 per share in cash through a tender offer, about $5.93 billion, and to take on Athlon's $1.15 billion of senior notes, for a total of roughly $7.1 billion. Athlon's board unanimously recommends tendering. Closing is expected by year-end 2014, and the offer is expected to start within 10 business days. This is a pre-commencement communication, and the offer has not yet begun.
4 Sept 2014asset acquisition disposition▲ GoodMajor
On Aug 28, 2014, Athlon closed a separate acquisition from a group of sellers, under an agreement dated July 25, 2014, for about $204.4 million cash, subject to adjustments. The properties are in Midland and Martin Counties next to existing acreage and were paid for with cash on hand and revolver borrowings. This is a new purchase, not one of the three April 8 deals.
4 Aug 2014material agreement● NeutralMajor
On July 31, 2014, Apollo's two holding entities agreed to sell 12,500,000 Athlon shares at $46.25 each in a public offering, with an option for 1,875,000 more, closing expected Aug 6. Athlon receives no proceeds, so this is existing shares moving from Apollo to the public, not new shares. It continues Apollo's sell-downs, which earlier included the Feb 2014 offering at $32.
22 July 2014business combination● Neutral
Athlon Holdings and Athlon Finance filed Amendment No. 2 to the registration statement for the exchange of up to $500 million of 7 3/8% notes due 2021 for registered notes. The terms are unchanged and the expiry date is still blank, so the offer has not yet started. This is a further step in the same routine exchange offer.
27 June 2014business combination● Neutral
Athlon Holdings and Athlon Finance filed Amendment No. 1 to their registration statement for swapping up to $500 million of the 7 3/8% notes due 2021 for identical registered notes. The terms are the same, Athlon gets no proceeds, and the exchange offer's expiry date is still blank, so it is not yet effective. It continues the exchange offer first filed in April and adds no new debt.
5 June 2014asset acquisition disposition▲ GoodMajor
Athlon closed two of the three April acquisitions: Hibernia on June 2 for about $383.7 million cash and Piedra on June 3 for about $291.4 million cash, both subject to adjustments. The filing says they were paid for with part of the proceeds of the May 2014 $650 million notes and the April 2014 stock offering of 14,806,250 shares at $40. The third acquisition (about $198 million in the April announcement) is not mentioned in this filing.
2 May 2014debt financing● NeutralMajor
On May 1, 2014, Athlon's subsidiaries closed the $650 million of 6.000% Senior Notes due May 1, 2022 that were priced in April, with Athlon Energy as guarantor and Wells Fargo as trustee. Interest is paid twice a year starting Nov 1, 2014. This completes the debt half of the April financing and adds to the company's debt.
25 Apr 2014business combination● Neutral
Athlon Holdings LP and Athlon Finance Corp. filed a registration statement offering to swap up to $500 million of their existing unregistered 7 3/8% Senior Notes due 2021 for identical registered notes, with Athlon Energy as guarantor. It fulfils a registration rights obligation from the April 2013 note sale; the terms are identical and Athlon receives no proceeds, so it adds no new debt.