5 Oct 2004listing compliance notice▼ BadMajor
EVERGREEN RESOURCES INC's securities were notified for removal from listing and registration on its exchange.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
30 Sept 2004listing compliance notice▼ BadMajor
EVERGREEN RESOURCES INC terminated the registration of a class of securities, ending its reporting obligation for them.
29 Sept 2004asset acquisition disposition● NeutralMajor
On September 28, 2004, Evergreen and Pioneer completed the merger and Evergreen became a wholly-owned Pioneer subsidiary; its common stock will be delisted from the NYSE. Holders get a mix of Pioneer shares and cash based on their election, with elections for Pioneer stock over the cap so scaled back: all-cash electors get $39.00 per share, all-stock electors get 0.83746 Pioneer shares plus $10.93 cash, and the default and mixed choice is 0.58175 Pioneer shares plus $19.50 cash. Everyone also gets $0.48 per share from the September 27, 2004 Kansas property sale. In total about 25.4 million Pioneer shares and about $871.4 million cash are paid; Pioneer funded the cash with a $900 million 364-day credit agreement with JPMorgan Chase. This resolves the Pioneer merger and Kansas sale threads. The filing does not address the 5.875% notes or the preferred stock.
30 Aug 2004business combination● NeutralMajor
Evergreen filed the final proxy statement, mailed on or about August 30, 2004, setting a special shareholder meeting for September 28, 2004 (record date July 30, 2004) to vote on the Pioneer merger. Terms are as in the preliminary version: Pioneer shares equal to about 21% of its outstanding shares plus about $865 million in cash, with the board recommending FOR (Sheffield recused). New in this version: Colorado dissenters' rights of appraisal are available to record holders who follow the legal procedure. This moves the Pioneer thread from preliminary to final stage, with the vote pending.
28 June 2004business combination● Neutral
Evergreen amended its registration for the exchange of its $200 million 5.875% Senior Subordinated Notes due 2012 for identical registered notes, now setting the offer to expire July 30, 2004 (the earlier filing left the date blank). It repeats that the Pioneer merger is expected in the second half of 2004 and that Evergreen would use commercially reasonable efforts to seek noteholder consents if Pioneer asks and agrees to assume the notes and remove the subordination. The amount of debt is unchanged; this is a routine follow-up to the June 4 filing.
14 June 2004business combination● NeutralMajor
Evergreen filed a preliminary proxy statement for a special shareholder meeting (date still blank) to vote on the May 3, 2004 merger with Pioneer, under which Evergreen would become a wholly-owned Pioneer subsidiary. Pioneer would issue shares equal to about 21% of its outstanding shares and pay about $865 million in cash (before any Kansas sale proceeds above $15 million). Evergreen's board recommends a FOR vote, with Scott Sheffield recused because he is Pioneer's chairman, president and CEO as well as an Evergreen director. Approval needs a majority of Evergreen's outstanding shares. Dissenters' rights and the election form details are not in the visible text. This continues the Pioneer thread and is not yet a final outcome.
4 June 2004business combination● Neutral
Evergreen filed a registration statement to let holders swap the $200 million of 5.875% Senior Subordinated Notes due 2012, privately sold on March 10, 2004, for identical registered notes. This is a routine follow-up to the March 2004 debt raise and does not change the amount of debt. The filing notes the Pioneer merger is expected in the second half of 2004, and that Evergreen will try to solicit noteholder consents to amend the notes if Pioneer asks, in exchange for Pioneer assuming them and removing the subordination.
5 May 2004business combination▲ GoodMajor
Evergreen agreed on May 3, 2004 to be acquired by Pioneer Natural Resources in a deal the press release values at about $2.1 billion. Each Evergreen share can receive $39.00 in value (based on Pioneer's $33.52 price on May 3, 2004), elected as 1.1635 Pioneer shares, $39.00 cash, or 0.58175 Pioneer shares plus $19.50 cash (the default). In total, holders get 25 million Pioneer shares and $850 million cash, plus an extra cash payment of at least $0.35 per share (about $15 million) tied to the Kansas properties. The deal needs approval from both companies' shareholders, NYSE listing of the new Pioneer shares, and antitrust clearance. Sexton, Carlton and Collins are to sign one-year Raton Basin non-compete agreements with Pioneer. This is a new thread that would end shareholders' Evergreen stock position if completed, but it has not closed, so it is not yet an equity outcome.
15 Sept 2003business combination● Neutral
Evergreen filed Amendment No. 3 to the Carbon merger registration, doubling the exchange ratio to 0.55 Evergreen shares per Carbon share to reflect Evergreen's two-for-one stock split (record date August 29, 2003). The deal value is essentially unchanged, at about $93.9 million at the September 10 Evergreen price of $27.24. Shares to be issued double to about 3,452,924 (still roughly 8% of the post-merger total). Yorktown's stake is now stated as 71.7%, and the Carbon meeting is expected in October 2003. The split itself is a new share-structure change, not a change in the economic terms.
22 Aug 2003business combination● Neutral
Evergreen filed Amendment No. 2 to its registration for the Carbon Energy merger, keeping the 0.275 exchange ratio. About 1,724,675 Evergreen shares (roughly 8% of the post-merger total) are to be issued, valuing the deal at about $94.7 million using a bracketed August 20 Evergreen price of $54.92 (up from about $87.1 million in the July filing). Yorktown (71.8%) and Carbon's CEO (4.1%) are committed to vote yes, so the filing says approval is assured absent unforeseen circumstances; the Carbon meeting is now pencilled in for September 2003 (still blank) with a record date of August 27, 2003. This continues the pending Carbon merger.
24 July 2003business combination● Neutral
Evergreen amended its filing for the Carbon Energy merger, keeping the 0.275 exchange ratio. The expected share issuance rose to about 1,724,675 shares (roughly 8% of the post-merger total), and the deal was valued at about $87.1 million using a bracketed July 16 Evergreen price of $50.50. The shareholder record date is July 7, 2003, and with Yorktown (71.8%) and Carbon's CEO (4.1%) committed to vote yes, the filing says approval is assured absent unforeseen circumstances; the Carbon meeting date is still blank (August 2003).
21 May 2003business combination● NeutralMajor
Evergreen filed to register up to 1,856,523 shares to buy Carbon Energy Corporation under a March 31, 2003 merger agreement, in which each Carbon share converts into 0.275 Evergreen shares. At Evergreen's March 28 price of $45.40 the deal was valued at about $84.3 million, and about 1,691,339 new Evergreen shares (roughly 8% of the post-merger total) would be issued. Yorktown Energy Partners III owns 73.2% of Carbon and the Carbon CEO 3.8%, and both agreed to vote in favor; no vote by Evergreen shareholders is needed.
23 Apr 2002business combination● Neutral
Evergreen registered 1,170,275 shares of common stock (about $50 million at the assumed price of $42.725) that it may issue from time to time to pay for acquisitions of other businesses or assets. No specific acquisition is named in the text provided; at year-end 2001 it reported 1.05 Tcf of proved reserves and interests in about 274,000 gross acres in the Raton Basin. If shares are issued for deals, existing shareholders would be diluted.
5 Oct 2000asset acquisition disposition▲ GoodMajor
Evergreen closed the purchase on September 20, 2000 of interests in about 24,000 acres of producing coal bed methane properties in the Raton Basin from an affiliate of KLT Gas Inc. (a subsidiary of Kansas City Power & Light). It paid about $70 million in cash (drawn on its bank credit facility), $100 million in mandatory redeemable preferred stock and $6 million in common stock, and may owe up to $4 million more in shares if certain gas futures prices exceed set levels. The properties are estimated at 153 BCF of proved gas reserves and were producing 28 MMcf per day from 151 net wells; Evergreen also owes a net profits interest payment until the preferred stock is redeemed or July 2003, whichever is earlier.