BURLINGTON RESOURCES INC company history: the story so far

History

Burlington bought Canadian Hunter for about US$2.1 billion in 2001, then agreed in 2005 to be acquired by ConocoPhillips, with shareholders approving the deal in March 2006.

2001-2005: Buying Canadian Hunter

In December 2001 Burlington Resources, a Houston-based company, completed a major step into Canada. Shareholders of Canadian Hunter Exploration accepted its cash offer of CDN $53.00 per share, and all necessary regulatory approvals were received. The cost was about U.S. $2.1 billion (CDN $3.3 billion). Burlington paid for it with a recent private placement of debt securities, commercial paper (short-term borrowing) and cash on hand, rather than by issuing new shares. It said it would buy any remaining shares by compulsory acquisition at the same price.

The record then goes quiet. The beats show nothing between that purchase and late 2005, and no share counts were recorded for the company.

2005-2006: Sale to ConocoPhillips

In December 2005 Burlington agreed to be acquired by ConocoPhillips. Each Burlington share would become 0.7214 of a ConocoPhillips share plus $46.50 in cash. Burlington would owe a $1.0 billion termination fee in certain circumstances. In late February 2006 it sent stockholders its proxy statement (the formal voting document). The board unanimously backed the deal, which was worth about $91.75 per share at the February 24 close. Former Burlington holders would own roughly 16% of ConocoPhillips, and dissenting holders could seek appraisal rights under Delaware law.

On March 30, 2006, stockholders approved the merger at a special meeting. The same day, the company set out how pay plans would carry over: options would convert into ConocoPhillips options, and chief executive Bobby Shackouls would leave his job at or just before closing to become an independent ConocoPhillips director. The shareholder rights plan, a takeover defence, was amended so the merger would not trigger it.

On March 31, 2006 Burlington deregistered its securities, ending its duty to file reports with the US securities regulator. On April 4, 2006 its securities were notified for removal from listing on its exchange. As of that date, regulatory approvals and closing of the merger were still outstanding.

Written from the 6 story beats below (2001 to 4 Apr 2006), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

2006

4 Apr
BURLINGTON RESOURCES INC's securities were notified for removal from listing and registration on its exchange.
listing compliance notice
31 Mar
BURLINGTON RESOURCES INC deregistered its securities, ending its obligation to file reports with the SEC.
listing compliance notice
30 Mar
Burlington's press release, filed with this 8-K, says stockholders approved the ConocoPhillips merger at the March 30, 2006 special meeting, resolving the vote that was pending. The filing does not state the vote count or the closing date, so completion is still outstanding. The board also set how employee pay plans will carry over: options convert into ConocoPhillips options, and CEO Bobby Shackouls will leave his Burlington job at or just before closing to serve as an independent ConocoPhillips director, with payments and vesting treated as if a change in control had occurred. The rights plan was amended so the merger does not trigger it, and the rights expire at the merger's effective time at the latest.
business combination
27 Feb
Burlington sent stockholders the definitive proxy statement for the ConocoPhillips merger, with a special meeting on March 30, 2006 and a record date of February 24, 2006. The board unanimously recommends a vote in favour; the terms are 0.7214 ConocoPhillips share plus $46.50 cash per share, worth about $91.75 per share at the February 24 close, and former Burlington holders would own roughly 16% of ConocoPhillips. Approval needs a majority of outstanding shares, and dissenting holders may seek appraisal rights under Delaware law. The vote and completion are still pending.
business combination

2005

14 Dec
Burlington agreed to be acquired by ConocoPhillips: each Burlington share will convert into 0.7214 of a ConocoPhillips share plus $46.50 in cash. The deal needs Burlington shareholder approval and regulatory clearance, and Burlington would owe ConocoPhillips a $1.0 billion termination fee in certain circumstances. If completed, this would end shareholders' holding of Burlington stock in exchange for that consideration.
business combination

2001

4 Dec
Burlington announced that Canadian Hunter Exploration's shareholders accepted its CDN $53.00 per share cash tender offer, and that all necessary regulatory approvals were received. It expects to pay about U.S. $2.1 billion (CDN $3.3 billion) in cash, funded by a recent private placement of debt securities, commercial paper and cash on hand, and intends to buy the remaining shares by compulsory acquisition at the same price.
asset acquisition disposition