28 Jan 2008listing compliance notice▼ BadMajor
GLOBALSANTAFE CORP 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.
16 Jan 2008business combination● Neutral
Routine clean-up filing by Transocean Worldwide Inc. as successor to GlobalSantaFe. It removes from registration the unsold shares (from an original 4,708,423 registered in 2001) under old GlobalSantaFe stock plans, because GlobalSantaFe ceased to exist as a separate legal entity after the November 27, 2007 merger. It adds no new substance and closes out the registration.
13 Dec 2007listing compliance notice● NeutralMajor
GLOBALSANTAFE CORP's exchange filed to remove a class of its securities from listing.
3 Dec 2007asset acquisition disposition● NeutralMajor
The merger closed on November 27, 2007. GlobalSantaFe merged into Transocean Worldwide Inc., a Transocean subsidiary, which survives. Each GlobalSantaFe share was exchanged for 0.4757 Transocean shares plus $22.46 in cash, the terms agreed in July 2007. Transocean paid the cash using its $15.0 billion bridge loan facility. The New York Stock Exchange was asked to delist GlobalSantaFe shares, and the company expects to file Form 15 to end its SEC reporting. This resolves the pending merger thread.
3 Oct 2007business combination● NeutralMajor
The final joint proxy statement, dated October 2, 2007, sets shareholder meetings for both companies on November 9, 2007, with an October 1, 2007 record date. The terms are unchanged from the preliminary version: 0.4757 Transocean shares plus $22.46 in cash per GlobalSantaFe share, with both boards recommending a vote in favour. Court approval is still required. This fills in the meeting details left blank in the September filing. The vote result is not in this filing.
4 Sept 2007business combination● NeutralMajor
Transocean and GlobalSantaFe filed a preliminary joint proxy statement for the July 2007 merger. GlobalSantaFe holders would get 0.4757 Transocean shares plus $22.46 in cash per share, and Transocean holders 0.6996 new shares plus $33.03 in cash per existing share. Roughly 318 million Transocean shares are expected afterward, held about 66% by Transocean holders and 34% by GlobalSantaFe holders. Both boards recommend voting for it. The transaction also needs both companies' shareholder votes and Cayman Islands court approval. Meeting dates are blank in this preliminary version. The fee table values the deal at about $15.48 billion, based on 230,306,877 GlobalSantaFe shares and a $67.22 price on August 28, 2007. This continues the pending merger and adds no change to its terms.
23 July 2007business combination▲ GoodMajor
On July 21, 2007 GlobalSantaFe agreed to merge with Transocean. Each GlobalSantaFe share would be exchanged for 0.4757 Transocean shares plus $22.46 in cash. Closing is expected by the end of 2007, subject to shareholder votes, regulatory clearances and financing. Backing is a $15.0 billion bridge loan commitment from Goldman Sachs Credit Partners ($10.0 billion) and Lehman entities ($5.0 billion). Robert Rose would chair the combined company and Jon Marshall would be its President and COO, with 7 of 14 directors named by each side. A $300 million termination fee or up to $30 million in expense reimbursement applies in specified circumstances. This is not yet completed, so no equity outcome is final. It also puts the Transocean patent suit and other open items in the context of a pending sale of the company.
21 June 2007auditor change● Neutral
This filing concerns only the GlobalSantaFe 401(k) Savings Plan, not the company's own audit. The plan's auditor UHY Mann Frankfort Stein & Lipp stopped providing audit services on May 14, 2007 (its partners joined UHY LLP), and UHY LLP was engaged for the plan's 2006 year. No disagreements or adverse opinions were reported. It continues the earlier plan-auditor change; the company's auditor is not affected by this filing.
18 Aug 2006debt financing▲ GoodMajor
On August 15, 2006 the company signed a five-year, $500 million revolving credit facility with Citibank, Wells Fargo and other banks, ending August 15, 2011, for general corporate purposes. No borrowings had been made as of August 18, 2006. It carries customary covenants including a debt-to-total-tangible-capitalization limit.
25 May 2006material agreement● Neutral
At the May 23, 2006 annual meeting shareholders approved changes to the company's charter documents, including making share repurchases more flexible and deleting outdated provisions relating to Kuwait Petroleum Corporation and its affiliates. Each non-employee director received 6,000 stock-settled stock appreciation rights and 3,000 restricted stock units, under a revised director pay schedule filed as an exhibit. Removing the Kuwait provisions fits the 2005 share sell-downs, though the filing does not link them (inference).
8 Mar 2006material agreement● Neutral
On March 2, 2006 the compensation committee set the 2005 bonus payments for the CEO, COO, General Counsel and the SVPs of Operations and Marketing, among others, and the independent directors ratified the CEO's bonus on March 3. The amounts are in the exhibit, not the filing text. This completes the 2005 bonus cycle begun with the January 2005 plan.
20 Dec 2005material agreement● Neutral
On December 19, 2005 the compensation committee approved the 2006 Annual Incentive Plan, a form of notice for stock-settled stock appreciation rights, and grants of those rights to executive officers effective January 3, 2006. The terms and grant numbers are in the exhibits, not the filing text.
16 Dec 2005material agreement● NeutralMajor
On December 14, 2005 the company agreed with Lehman Brothers to sell 20,000,000 ordinary shares (closing December 19, 2005) and to buy back 20,000,000 shares from SFIC Holdings, a Kuwait Petroleum Corporation subsidiary, at the offering's net per-share proceeds, then retire them. Total shares outstanding do not change. This continues the April 2005 sell-down of Kuwait's stake (23.5 million shares then); the filing does not state Kuwait's remaining holding.
12 Dec 2005dividend declaration▲ GoodMajor
The board raised the quarterly dividend 50% to 22.5 cents per share, payable January 13, 2006 to holders of record December 30, 2005. The release says this follows the June 2005 doubling from 7.5 to 15 cents. The filing also says Transocean won a partial summary judgment in its dual activity patent suit against the company on whether the rigs' apparatus falls within the patents' scope, which the company says it never contested. The validity and enforceability of the patents will be tried, likely next summer. Separately, the company says it is in talks with a customer on a multi-year contract that would involve building another ultra-deepwater semisubmersible like Development Driller I and II, with no contract signed and no assurance it will happen.
12 Dec 2005material agreement● Neutral
On December 7-8, 2005 the compensation committee approved new base salaries (effective January 1, 2006) and 2006 bonus targets for the CEO, COO, General Counsel and the SVPs of Operations and Marketing, and the independent directors ratified the CEO's increase. The actual figures are in the exhibit, not the filing text. This repeats the yearly pay-setting seen in January and March 2005.
21 Sept 2005material agreement● Neutral
The board approved further increases in non-employee director pay on September 20, 2004 (the filing's date, likely a typo for 2005), effective October 1, 2005. The pay schedule is in the exhibit; the filing text gives no amounts. It repeats last year's annual director pay update.
26 July 2005material agreement● Neutral
This amendment adds that Michael R. Dawson signed the company's standard executive severance agreement when he was appointed Senior Vice President and Chief Financial Officer on June 7, 2005. He replaces Matt Ralls, who was CFO in earlier context (the filing does not say why). The form agreement is attached; its terms are not described in the text.
5 May 2005asset acquisition disposition▲ GoodMajor
This amended filing only adds the financial schedules left off the May 5, 2005 first-quarter results release. First-quarter 2005 net income was $50.2 million ($0.21 per diluted share) on revenues of $488.6 million, against $8.7 million ($0.04) on $380.0 million a year earlier. The release says the land drilling operations were sold in May 2004, which settles the long-open land rig sale (buyer and price still not stated). It also says Development Drillers I and II were delivered in the first quarter and expect multi-year contracts to start in July, and that the Broom Field in the North Sea began production in August 2004.
18 Apr 2005material agreement● NeutralMajor
On April 14, 2005 GlobalSantaFe agreed with Goldman Sachs and other underwriters to sell 23,500,000 ordinary shares, closing April 20, 2005. It also agreed to buy back 23,500,000 shares from SFIC Holdings (Cayman), a Kuwait Petroleum Corporation subsidiary, at the net per-share proceeds of the offering, and to retire them. The total number of shares outstanding is unchanged, and the company gets no net cash. In effect, this moves KPC's stake, the major shareholder since the merger, into public hands; the filing does not state KPC's remaining holding.
2 Mar 2005material agreement● Neutral
On February 28, 2005 the compensation committee approved forms of award notices for restricted stock units, performance units and stock options. On March 1, 2005 the independent directors approved a raise to the CEO's base salary (effective April 1, 2005) and a higher 2005 bonus target. This completes the CEO pay decision flagged in the January 2005 filing. The amounts are in the exhibits, not the filing text.
28 Jan 2005material agreement● Neutral
The compensation committee approved the 2005 annual bonus plan on January 24, 2005, plus new base salaries (effective April 1, 2005) and bonus targets for the CFO, General Counsel, SVP Operations and SVP Marketing. 2004 bonuses are expected to be set around February 28, 2005, and the CEO's pay is expected to be set on March 1, 2005. The figures are in the exhibits, not the filing text.
30 Nov 2004material agreement● Neutral
The board approved increases in non-employee director pay on September 10, 2004, effective October 1, 2004. The exhibit holds the pay schedule; the filing gives no amounts in its text.
4 Oct 2004contract award▲ GoodMajor
GlobalSantaFe announced that its newbuild ultra-deepwater semisubmersible GSF Development Driller I won a two-year contract from BHP Billiton Petroleum (Americas) for the U.S. Gulf of Mexico. Work is expected to start in April 2005, with a total contract value of about $157 million. This gives work to one of the two new builds in the fleet list, which had been showing it as unemployed. The release also names Jon Marshall as President and CEO, whereas earlier context had C. Stedman Garber Jr. in that role.
28 June 2004auditor change● Neutral
The GlobalSantaFe 401(k) Savings Plan, not the company itself, dismissed PricewaterhouseCoopers as the plan's auditor on June 8, 2004 and hired Mann Frankfort Stein & Lipp to audit the plan's 2003 financial statements. The filing says there were no disagreements and no adverse opinions from PwC for 2001 and 2002. This affects the employee savings plan only; the filing does not say the company's own auditor changed.
3 June 2004production update● Neutral
GlobalSantaFe furnished its routine monthly rig fleet status list as of June 3, 2004. Development Driller I's estimated delivery now reads 4Q04 (the May list said 2Q04), while Development Driller II stays at 2Q05 with its 3-year contract from early July 2005 in the low $180s thousand a day. Constellation I is shown in Trinidad on upgrades before its 3-year contract in the low $70s, and Constellation II is moving to Argentina for its 9 1/2-month commitment. The filing reports Q1 2004 miscellaneous revenues of about $20.7 million, including $9.1 million of cost reimbursements. The land rigs no longer appear on the list.
6 May 2004production update● Neutral
GlobalSantaFe furnished its monthly rig fleet status list as of May 6, 2004. The jackup count is now 46 and semisubmersibles 11, with drillships down to 3 (R.F. Bauer no longer listed), and the land rigs continue to be listed as contracted to sell, estimated effective 2nd quarter 2004. Constellation II is now in upgrades until late May 2004, followed by a move to Argentina; the Development Drillers are still listed as new builds. The filing gives no sale price or buyer for the land rigs.
8 Apr 2004production update● NeutralMajor
GlobalSantaFe furnished its monthly rig fleet status list as of April 8, 2004. The land rigs are now marked 'contracted to sell, estimated effective 2nd quarter 2004', and the drillship Glomar R.F. Bauer, previously cold stacked, is listed as retired. The GSF Constellation II is shown with a MOB to Argentina and a 9 1/2-month commitment in the low $70s thousand a day after delivery, estimated 2Q 2004. The filing does not say who the land rigs are being sold to or for how much.
4 Mar 2004production update▲ Good
GlobalSantaFe furnished its monthly rig fleet status list as of March 4, 2004. The GSF Constellation I is now moving to Trinidad (early March to early May 2004), followed by a 3-year commitment in the low $70s thousand a day, which resolves its idle period after the cancelled Myanmar job. The list also adds two new-build rigs, GSF Constellation II (shipyard delivery estimated 1Q 2004) and GSF Development Driller I (2Q 2004), plus Development Driller II (1Q 2005, with a 3-year contract from early July 2005 in the low $180s thousand a day). These are the rigs under construction noted earlier.
5 Feb 2004production update● Neutral
GlobalSantaFe furnished its routine monthly rig fleet status list as of February 5, 2004. The GSF Constellation I is now shown in a Singapore shipyard from early January to early March 2004, followed by a move to the Gulf of Mexico, while the GSF Galaxy II remains available in East Canada with a 4-month commitment at $105 thousand to follow. The rest is routine contract and dayrate updates.
8 Jan 2004production update● Neutral
GlobalSantaFe furnished its routine monthly rig fleet status list as of January 8, 2004. It shows the GSF Constellation I available in Singapore from mid-December 2003 with a move to the Gulf of Mexico noted, and the GSF Galaxy II available in East Canada with a 4-month commitment to follow. The rest is routine monthly contract and dayrate updates.