Each one in plain English, with the numbers worked through for a shareholder.
4 Dec 2003production update● Neutral
GlobalSantaFe furnished its routine monthly rig fleet status list as of December 4, 2003. It shows the GSF Constellation I now in Singapore and listed as available (the earlier contract was noted as being terminated by the client in the November list). The Galaxy III is noted with a contract signed for 600 days from mid-2005 at a dayrate in the low $100s thousand. Otherwise it is routine monthly contract updates.
GlobalSantaFe furnished its monthly rig fleet status list as of November 12, 2003, showing each rig's location, contract status and dayrate. One item stands out: the GSF Constellation I jackup, delivered in June 2003 and earlier noted as starting a Southeast Asia job in August, is listed in Myanmar with a note that it hit positioning difficulty near a platform due to seabed conditions and the client has given notice of terminating the contract. The fleet still shows 45 jackups, 9 semisubmersibles, 4 drillships, 1 platform rig and 31 land rigs. The rest is routine monthly data.
GlobalSantaFe filed a second amendment (July 29, 2003) to its registration for swapping the $250 million of privately placed 5% Notes due 2013 for identical SEC-registered notes. The terms are unchanged from the earlier amendments: unsecured, ranking behind subsidiaries' $977.9 million of debt and capital leases at March 31, 2003. The expiry date is still blank. It continues the exchange offer open since May 2003. The filing says three marine rigs are under construction and that 55 of 59 marine rigs were working or committed as of July 1, 2003, with two idle and two in storage.
GlobalSantaFe amended its filing for the exchange of $250 million of 5% Notes due 2013 into registered notes, noting the notes are unsecured and rank behind $977.9 million of long-term debt and capital leases at its subsidiaries as of March 31, 2003. It updated the fleet: one new jackup, the GSF Constellation I, was delivered in mid-June 2003 and is contracted to start a three-well job in Southeast Asia in August, leaving three rigs under construction. This continues the May 2003 exchange offer.
GlobalSantaFe filed to let holders swap $250 million of privately placed 5% Notes due 2013 for identical notes registered with the SEC. The filing does not state what the debt is for, and no proceeds come to the company from the exchange. It describes a fleet of over 100 rigs (58 marine, 31 land) with four marine rigs under construction. This is the first debt facility in the record and adds to the post-merger story.
On December 5, 2001, GlobalSantaFe dismissed Ernst & Young and hired PricewaterhouseCoopers as its auditor, on the Audit Committee's recommendation and with board approval. The filing links this to the Global Marine merger: Global Marine is treated as the accounting acquirer, its history becomes the company's reported history, and PwC has audited Global Marine since its formation. Ernst & Young's 2000 and 1999 reports were clean and the filing reports no disagreements.
Following the November 20, 2001 Global Marine merger, GlobalSantaFe filed a paperwork amendment (Form S-8 post-effective amendment to the merger S-4) covering 4,708,423 ordinary shares issuable under four stock option and incentive plans, including Global Marine plans whose options and performance grants it assumed at closing. No new fee was paid because the shares were registered in the original merger filing. This is a follow-through of the completed merger; each Global Marine share was converted into 0.665 GlobalSantaFe shares.
20 Nov 2001asset acquisition disposition▲ GoodMajor
The Global Marine merger closed on November 20, 2001 after both sets of shareholders approved it, and Santa Fe International became GlobalSantaFe Corporation. About 118 million new ordinary shares were issued to Global Marine holders at 0.665 per share, bringing the total to about 233 million shares, and shares trade on the NYSE as 'GSF' from November 21. This resolves the pending merger announced in August. GlobalSantaFe intends to continue Global's drilling business, with a 14-member board split seven from each company, Bob Rose as chairman and Sted Garber as president and CEO; its fleet is 59 offshore rigs and 31 land rigs. Pro forma financial information was not yet included and is promised by a later amendment.
Santa Fe filed an amended S-4 that fills in the blanks from the earlier draft: both companies' shareholder meetings are set for November 20, 2001, with a record date of October 15, 2001. Both boards unanimously recommend voting for the merger. The cover letter now says Global Marine holders will own 'slightly more than 50%' instead of the earlier 50.6% figure. This continues the pending Global Marine merger.
Santa Fe filed its registration statement (Form S-4) to issue up to 127,054,129 ordinary shares to Global Marine holders in the merger, along with a draft joint proxy statement. Shareholders will vote on the share issuance, the change of name to GlobalSantaFe Corporation and amendments to the company's constitutional documents, and all three must pass for the merger to proceed. Meeting dates were still blank in this draft. This continues the August 2001 merger agreement.
Santa Fe International (the company, soon to be renamed GlobalSantaFe) agreed on August 31, 2001 to merge with Global Marine Inc. in a stock-for-stock deal: each Global Marine share converts into 0.665 Santa Fe ordinary shares. Santa Fe shareholders keep their shares and would own about 49.4% of the combined company, with Global Marine holders about 50.6%. Kuwait Petroleum Corporation, which holds about 37.7% of Santa Fe through SFIC Holdings (Cayman), agreed to vote in favour and not to solicit a competing deal. Closing needs shareholder approval at both companies and antitrust clearance, and is expected by year-end 2001.