29 Dec 2011securities registration● Neutral
BRIGHAM EXPLORATION CO amended an already-effective registration statement.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
29 Dec 2011listing compliance notice▼ BadMajor
BRIGHAM EXPLORATION CO terminated the registration of a class of securities, ending its reporting obligation for them.
29 Dec 2011securities registration● Neutral
BRIGHAM EXPLORATION CO amended an already-effective registration statement.
9 Dec 2011substantial holder notice● Neutral
Statoil ASA disclosed a new substantial BRIGHAM EXPLORATION CO shareholding (100.00% of votes).
8 Dec 2011listing compliance notice● NeutralMajor
BRIGHAM EXPLORATION CO's exchange filed to remove a class of its securities from listing.
7 Dec 2011business combination● NeutralMajor
Brigham's 8-K formally reports a change in control at the Acceptance Time (December 1, 2011), when Statoil's buyer accepted the tendered shares; Statoil says it paid from its own cash. It confirms the December 5 sale of 6,249,857 new shares for $228,119,791.66, used to redeem $105 million of the 2018 notes (at 108.750%) and Tranche A of the 2019 notes ($105 million, at 106.875%). The remaining $195 million Tranche B of the 2019 notes (at 110%) is redeemed only if the merger completes. The subsequent offering period ends at midnight December 7. If Statoil then owns at least 90%, it expects a short-form merger; if not, it expects to use a top-up option first. At the merger, remaining shares are converted into $36.50 cash each (except shares of holders who properly demand appraisal), and the stock will be delisted from Nasdaq. Committee seats for the new directors are not yet decided.
6 Dec 2011business combination● NeutralMajor
Brigham's eleventh amendment to its response reports the same December 5, 2011 share sale: 6,249,857 new shares to Statoil's buyer for $228,119,791.66. It states the proceeds redeemed $105 million of the 2018 notes and $105 million of Tranche A of the 2019 notes, plus accrued interest. It confirms the board went from seven to nine seats, that Bud Brigham, David Brigham, Harold Carter and Hobart Smith resigned, and that Statoil's six designees replaced them. The offer price of $36.50 is unchanged, and the merger has not yet closed.
6 Dec 2011business combination● NeutralMajor
Statoil's eleventh tender amendment reports that on December 5, 2011 Brigham sold Statoil's buyer 6,249,857 newly issued shares for $228,119,791.66. Under the note terms, Brigham used the proceeds to redeem 35% of its 2018 notes and 35% of its 2019 notes, plus accrued interest. Brigham's board grew from seven to nine seats, and Bud Brigham, David Brigham, Harold Carter and Hobart Smith resigned. Statoil's six designees (Nye, Wolden, Kanocz, Winkle, Owen, Rummelhoff) were appointed. This carries out the conditional note redemptions authorized November 2, and the board change that was only expected until now.
1 Dec 2011business combination● Neutral
Brigham's tenth amendment to its response to the Statoil offer reports the same results as the December 1 filing. The initial period ended November 30, 2011 with about 96,913,613 shares (about 81.76%) tendered and another 7,115,922 shares committed under guaranteed delivery. Statoil's buyer has accepted these shares for payment, and a subsequent offering period at $36.50 runs to midnight New York time on December 7, 2011, with no withdrawal rights. It also names the six Statoil board designees (Nye, Wolden, Kanocz, Winkle, Owen, Rummelhoff), which repeats the earlier results rather than adding new terms. The merger has not yet closed.
1 Dec 2011business combination▲ GoodMajor
Statoil's tender offer for Brigham at $36.50 cash per share expired on November 30, 2011 with about 96,913,613 shares (about 81.76% of outstanding) validly tendered, which meets the minimum condition. A further 7,115,922 shares were committed under guaranteed delivery, and the joint press release puts the total above 87.7%. All of these shares have been accepted for payment and will be paid promptly. Statoil opened a subsequent offering period running to midnight New York time on December 7, 2011 at the same price, and holders who have not tendered will be paid only when the follow-on merger completes. Statoil can now designate six directors (expected: Jason Nye, Heidi Wolden, Kathy Kanocz, Andrew Byron Winkle, Paul Owen and Irene Rummelhoff). This resolves the open question of whether the offer would reach its minimum, but the merger has not yet closed.
30 Nov 2011business combination● Neutral
Statoil's eighth tender-offer amendment only corrects the offer's background section on how the deal came about. It says that on May 18, 2011 Statoil sent Brigham's adviser Jefferies a proposed timeline for a written offer at the end of June or early July and a proposed non-solicitation agreement, and that on May 30, 2011 Statoil's CEO told its board management was exploring an acquisition of Brigham. It carries no change to price or terms.
30 Nov 2011business combination● Neutral
Statoil's ninth tender-offer amendment restates the same retention package for Langford and Larson: $2,500,000 each in cash retention payments plus $1,000,000 of Statoil restricted stock units. It adds the amendment letters as exhibits, including a clause that can reduce some payments to avoid excise tax. The $36.50 offer is unchanged and no results are given.
30 Nov 2011business combination● Neutral
Brigham's ninth amendment to its response to the Statoil offer updates retention terms for two executives, A. Lance Langford and Jeffery Larson. Each is eligible for $2,500,000 in cash retention payments (first payment within 30 days of the Effective Time, the rest tied to staying employed through March 1 after the year of closing and the first and second anniversaries), plus Statoil restricted stock units worth $1,000,000 that vest after three years. The filing also adds the two amendment letters, dated November 30, 2011, as exhibits. The $36.50 offer is unchanged and no offer results are reported.
23 Nov 2011business combination● NeutralMajor
Statoil's seventh amendment repeats that the Texas state suits were consolidated as Boytim and that the request to delay the offer was denied after a November 22, 2011 hearing, with other claims still pending. It adds that Statoil and Brigham will make a voluntary CFIUS filing, which is not a condition to the offer or merger; the filing notes that a deal closed before CFIUS clears could still be prohibited or divested later. It restates shares as 117,217,176 outstanding (including 657,928 restricted), 421,747 treasury shares, and 4,410,580 shares issuable on option exercise; the minimum condition is 60,813,879 shares on a fully diluted basis. The offer expires at midnight November 30, 2011 unless extended; price unchanged at $36.50.
23 Nov 2011business combination▲ GoodMajor
Brigham's eighth amendment reports that the six Travis County, Texas class actions (including Schwimmer and Ohler) were consolidated as Boytim v. Brigham. A temporary injunction to postpone the tender offer's closing was denied on November 22, 2011 after a full hearing, though the plaintiffs' other claims remain pending. Brigham and Statoil also plan a voluntary joint notice to the US foreign-investment review body (CFIUS); Statoil says it will pay for shares consistent with the offer, and neither the filing nor completion of the review is a condition to closing. The filing also corrects shares outstanding at October 14, 2011 to 117,217,176 (previously 117,314,532 in the context).
22 Nov 2011business combination● Neutral
Brigham's seventh amendment to its response to the Statoil offer is filed to update the exhibit list and add the same employee FAQ (Exhibit (a)(1)(T)), which gives a November 30, 2011 expiry unless extended. It contains no new facts about the deal terms; the $36.50 offer is unchanged.
22 Nov 2011business combination● Neutral
Statoil's sixth amendment to its tender filing only adds an exhibit: a set of frequently asked questions for Brigham employees. The FAQ says the $36.50 cash offer expires at midnight New York time at the end of November 30, 2011 unless extended, that Statoil expects completion in early December 2011 (though possibly not until 2012), and that integration would take about 18-24 months. It also says some Brigham executives have elected to leave after closing. The price is unchanged.
16 Nov 2011business combination▼ Bad
Brigham's sixth amendment to its response to the Statoil offer adds the Thompson class action (filed November 14, 2011, federal court, Austin), alleging misleading disclosure, board liability as controlling persons, and breach of duty over the sale process, price and deal protections. It seeks to block the merger. Brigham says it is without merit and will defend it. The $36.50 offer is unchanged.
16 Nov 2011business combination▼ Bad
Statoil's fifth amendment to its tender filing reports a ninth class action, Thompson, filed November 14, 2011 in federal court in Austin, Texas. It alleges disclosure violations, board control-person liability and breach of duty over the sale process, price and deal protections. It seeks to block the deal, rescission and damages. Statoil says it is without merit. The $36.50 offer is unchanged.
15 Nov 2011business combination▼ Bad
Brigham's fifth amendment to its response to the Statoil offer adds the Hoppe class action (filed November 14, 2011, federal court, Austin), with the same claims about the sale process, price, deal protections and disclosure, and a request to block the merger. Brigham says it is without merit and will defend it. The $36.50 offer is unchanged.
15 Nov 2011business combination▼ Bad
Statoil's fourth amendment to its tender filing reports an eighth class action, Hoppe, filed November 14, 2011 in federal court in Austin, Texas. It alleges Brigham's response statement violates securities law and that the board ran an inadequate sale process, accepted inadequate consideration and included deal protections. It seeks to block the deal. Statoil says it is without merit. The $36.50 offer is unchanged.
10 Nov 2011business combination▼ Bad
Brigham's fourth amendment to its response to the Statoil offer adds the same Martinez class action (filed November 9, 2011, federal court, Austin), alleging the board ran an inadequate sale process, accepted inadequate consideration, included deal protections, and that the response statement was deficient under securities law. It seeks to block the merger. Brigham says it is without merit and will defend it. The $36.50 offer is unchanged.
10 Nov 2011business combination▼ Bad
Statoil's third amendment to its tender filing reports a seventh class action, Martinez, filed November 9, 2011 in federal court in Austin, Texas. It alleges securities-law violations and breach of duty by Brigham's officers and directors, and challenges the valuation, deal terms (no-solicitation, top-up option, termination fee) and the sale process. It also alleges conflicts of interest and that Brigham's response statement omits material information. It seeks to block the deal and recover damages; Statoil says it is without merit. The $36.50 offer is unchanged.
8 Nov 2011quarterly activities report● Neutral
BRIGHAM EXPLORATION CO reported a quarterly net income of $102.5 million for the period ended 2011-09-30.
7 Nov 2011business combination● Neutral
Brigham's third amendment to its response to the Statoil $36.50 cash offer repeats three items already reported from Statoil's side: the FTC granted early termination of the antitrust waiting period on November 7, 2011 (so that condition is satisfied, other conditions remain), the Ohler class action was filed in Travis County, Texas, and Brigham, its subsidiaries, Statoil USA Properties and Bud Brigham signed a Name Usage Agreement on November 3, 2011. Brigham says Ohler is without merit and it will defend it. The offer price is unchanged.
7 Nov 2011business combination▲ GoodMajor
Statoil's second amendment reports three developments. On November 7, 2011 the FTC granted early termination of the antitrust waiting period, so that condition to the offer is satisfied; other conditions still apply. A sixth class action (Ohler, Travis County, Texas) was filed, challenging the valuation, the merger terms, and the employment and consulting agreements of Bud Brigham, David Brigham and Eugene Shepherd, and seeking to block the deal. On November 3, 2011 Brigham, Statoil USA Properties and Bud Brigham agreed that Brigham and its subsidiaries may keep using the Brigham name for up to eighteen months after the merger takes effect. The $36.50 price is unchanged.
4 Nov 2011business combination● NeutralMajor
On November 2, 2011 Brigham's board authorized conditional redemptions of its notes in connection with the Statoil deal. For the 2018 notes, $105 million of the $300 million would be redeemed at 108.750% of face. For the 2019 notes, $105 million (Tranche A) would be redeemed at 106.875% and the remaining $195 million (Tranche B) at 110.0%. Tranche A and the 2018 redemption depend on an equity offering that itself depends on the offer closing and board approval afterwards. Tranche B depends on the merger completing. Any of them lapse if the condition is not met within 60 days of November 3, 2011. This affects the notes taken on in 2010 and 2011 and is tied to the buyout going ahead.
1 Nov 2011business combination▼ Bad
Brigham's first amendment to its response statement to the Statoil offer adds the same two lawsuits: the Schwimmer class action in Travis County, Texas (filed October 28, 2011) and the amended Goodman complaint in Delaware (October 31). They allege the board breached its duties and ran an inadequate sale process, and seek to block the merger. Brigham says both are without merit and it will defend them. The $36.50 cash offer is unchanged.
1 Nov 2011business combination▼ Bad
Statoil's first amendment to its tender filing reports two shareholder lawsuits. A fifth class action (Schwimmer, Travis County, Texas, filed October 28, 2011) challenges Brigham's valuation, merger terms (no-solicitation, termination fee, offer timing) and the sale process, and seeks to block the deal. On October 31 the plaintiffs in the existing Delaware Goodman case amended their complaint, adding that Brigham's Schedule 14D-9 does not fully describe the negotiations or Jefferies' fairness opinion work. Statoil says both are without merit and it will defend them. The $36.50 offer price is unchanged.
28 Oct 2011business combination▲ GoodMajor
On October 28, 2011 Statoil's subsidiary Fargo Acquisition Inc. formally started its tender offer, offering $36.50 per Brigham share in cash, without interest and less any withholding taxes. This turns the October 17 announced plan into an actual offer; the filing's fee table values the deal at about $4.44 billion, based on 117,314,532 shares outstanding and 4,400,580 shares reserved for stock options as of October 14, 2011. Conditions, expiry date and other terms are in the Offer to Purchase, which is not reproduced in the text shown.