Gulf Coast Ultra Deep Royalty Trust

Gulf Coast Ultra Deep Royalty Trust's exchange filed to remove a class of its securities from listing.

listing compliance notice

Rather than appeal, the trust let the delisting proceed: Nasdaq suspended trading October 16, 2015 and the units were formally delisted effective November 2, moving to trade on the OTCQX market instead.

listing compliance notice

The trust failed to regain Nasdaq compliance within its 180-day window, and its units became subject to delisting from the Nasdaq Capital Market.

listing compliance notice

The trust's Highlander well - producing at a restricted rate of about 22 MMcf/day gross versus the 75 MMcf/day tested in February 2015 because processing capacity hadn't caught up - was shut in for remedial wellbore workover; Freeport-McMoRan said it was building more processing capacity and eyeing a second well location on the structure.

drilling progress report

Nasdaq certified Gulf Coast Ultra Deep Royalty Trust's securities for listing, clearing them to begin trading.

listing compliance notice

The Freeport-McMoRan/MMR merger closed: each MMR share converted into $14.75 cash plus 1.15 Gulf Coast Ultra Deep Royalty Trust units, and McMoRan Oil & Gas conveyed the trust a 5% gross overriding royalty - free of drilling and development costs - on 20 ultra-deep exploration prospects (17 offshore, 3 onshore Louisiana), including Highlander and Davy Jones. The trust has no say over exploration or development decisions.

capital raising announcement

By Amendment No. 7 the parties had signed a letter agreement narrowing the charter amendment McMoRan shareholders were being asked to approve: Freeport is carved out of the "interested stockholder" definition only for the purposes of this transaction rather than for all purposes, so the Delaware protection stays in place against Freeport in any future dealing. The remaining Ryder Scott reports were filed with it. Amendments 4 and 5 to this registration are not in the corpus, so some of these changes may have first appeared there.

business combination

Amendment No. 4 set the vote up: an April 4, 2013 record date against 163,100,608 McMoRan shares, with the 'interested stockholders' - Freeport-McMoRan itself and Plains Exploration, which alone held 51 million shares or 31.3% under a voting agreement - accounting for about 36.8% of the register. Because Freeport counted as an interested stockholder under McMoRan's own charter, the charter amendment had to pass alongside the merger; McMoRan owes Freeport a $98 million break fee if it walks to a rival bid.

business combination

Amendment No. 2 put numbers on the conflict and a caveat on the reserves. Freeport's directors and officers as a group held 10,156,667 McMoRan shares, about 6.2% of the company, 5.6% of it in the hands of people who count as Freeport interested stockholders. And the reserve models behind the royalty units, prepared by Ryder Scott as at 1 July 2012 off McMoRan data updated in October, assume that every ultra-deep exploration and development well drilled is a success.

business combination

Amendment No. 1 added the two things that made the deal legible. First, a pro forma statement of the trust itself, showing what it would hold once it received the 5% overriding royalty on McMoRan's ultra-deep prospects. Second, a table of the overlapping officers and directors among Freeport-McMoRan, McMoRan Exploration and Plains Exploration -- the conflict at the centre of a transaction between companies that shared their senior people.

business combination

Freeport-McMoRan Copper & Gold registered a new entity, Gulf Coast Ultra Deep Royalty Trust, to issue royalty trust units as part of its $3.5 billion, cash-plus-units acquisition of McMoRan Exploration Co. - each MMR share was to convert into $14.75 cash plus 1.15 trust units representing a royalty on MMR's ultra-deep Gulf Coast exploration prospects.

business combination