5 June 2013securities registration● Neutral
Gulf Coast Ultra Deep Royalty Trust amended a filing by which it registered a securities offering with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
5 June 2013securities registration● Neutral
Gulf Coast Ultra Deep Royalty Trust filed the final prospectus for a registered offering.
4 June 2013capital raising announcement▲ GoodMajor
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.
3 June 2013securities registration● Neutral
Gulf Coast Ultra Deep Royalty Trust registered a securities offering with the SEC.
3 May 2013securities registration● Neutral
Gulf Coast Ultra Deep Royalty Trust filed the final prospectus for a registered offering.
30 Apr 2013business combination▲ GoodMajor
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.
19 Apr 2013business combination● Neutral
Amendment No. 6 says on its face that it was filed for the sole purpose of adding one exhibit and that nothing else changed: Part II of Ryder Scott's reserve report on McMoRan Oil & Gas as at 1 July 2012, a 74 megabyte document. It consists of the cover page, the explanatory note and Part II only.
19 Apr 2013business combination● Neutral
A one-page amendment whose explanatory note says it was filed for the sole purpose of adding one exhibit - Credit Suisse's opinion to Freeport's own special committee - and that no other change was made. It consists of the facing page, the note and Part II.
18 Apr 2013business combination● NeutralMajor
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.
3 Apr 2013business combination● Neutral
Amendment No. 3 filed the Ryder Scott reserve reports and consent themselves, so the estimates behind the royalty units could be read rather than taken on trust, and added a line to the deal background: on 2 July 2012 Freeport's special committee met James Moffett in Austin to discuss who would govern the combined company.
12 Mar 2013business combination● NeutralMajor
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.
8 Feb 2013business combination● NeutralMajor
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.
28 Dec 2012business combination▲ GoodMajor
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.