28 July 2005listing compliance notice▼ BadMajor
MISSION RESOURCES CORP deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
5 July 2005asset acquisition disposition● NeutralMajor
Mission sold its non-operated interests in the Goldsmith and Wasson oil fields (Ector and Yoakum Counties, Texas) to XTO Energy for about $56.5 million before adjustments, about $53.4 million received at closing on July 1, 2005 (the filing's pro forma notes give July 5 as the date, an inconsistency). To go with the sale, Wells Fargo and the lenders waived covenant compliance for it and cut the credit facility's borrowing base from $50 million to $35 million, continuing the March 2005 amendment. The sale falls between the June proxy and the July 28 shareholder vote on the Petrohawk merger, which the filing does not mention; pro forma figures show removed revenue of $14.6 million for 2004 and the balance sheet shows $173 million of long-term debt at March 31, 2005, before the sale proceeds.
28 June 2005business combination● NeutralMajor
Mission sent shareholders the final joint proxy statement for the Petrohawk merger, with a special meeting on July 28, 2005 (record date June 13). Terms match the April deal (about 19.234 million Petrohawk shares and $135.4 million cash, per-share value adjusted to be equal whether cash or stock is chosen). The agreement has since been amended; the visible text does not say how. Mission's board recommends voting for it, and shareholders who vote against can seek appraisal under Delaware law. The merger is still pending, as the vote has not yet happened.
4 Apr 2005security holder rights change▲ GoodMajor
Mission agreed on April 3, 2005 to be bought by Petrohawk Energy in a deal of about $135 million in cash and 19.2 million Petrohawk shares, roughly 60% stock and 40% cash. Shareholders can elect cash or stock, subject to proration; the initial per-share price is $8.15 cash or 0.7718 Petrohawk shares, and the filing's example at Petrohawk's April 1 price of $11.53 gives $8.60 or 0.7458 shares. The deal needs both companies' shareholder approval and regulatory approval, and Mission owes a $12.5 million fee if it ends under specified circumstances. Holders of about 32% of Mission's stock, including Harbert (which reported a 19% stake in July 2004), signed agreements to vote in favour, and the poison pill was amended so the merger does not trigger it.
29 Mar 2005material agreement▲ Good
Mission amended its April 8, 2004 credit agreement with Wells Fargo as agent. The borrowing base stays at $50 million, but all of it is now available for general corporate purposes instead of $30 million general and $20 million for lender-approved property acquisitions. The filing does not say how much was drawn. It identifies Wells Fargo as agent on the 2004 facility, which updates the earlier Chase Manhattan note in the context.
16 Mar 2005material agreement● Neutral
Mission hired William R. Picquet as Senior Vice President, Operations & Engineering on March 14, 2005, at a $225,000 base salary under a three-year agreement. He also received 250,000 options at $7.14, half vested immediately; the agreement gives two times his salary plus a pro rata bonus if he is terminated without cause, including after a change of control. This fills the role Nicknish left in November 2004.
10 Dec 2004material agreement● Neutral
Following an outside consultant's review, the compensation committee raised pay for non-employee directors: 5,000-share fully vested options at $5.78 each, annual cash fee from $18,000 to $20,000, and meeting fee from $800 to $1,000. It also proposed doubling automatic yearly director option grants from 5,000 to 10,000 shares, subject to a stockholder vote in 2005. CEO Cavnar's salary rises from $330,000 to $400,000 and CFO Piacenti's from $250,000 to $275,000, effective January 1, 2005.
23 Nov 2004material agreement termination● Neutral
Joseph G. Nicknish resigned as Senior Vice President - Operations and Engineering on November 17, 2004, and signed a severance agreement replacing his employment agreement. He is owed $500,000, paid in three installments (January 3, March 31 and June 30, 2005), plus a pro rata bonus, immediate vesting of his options and a longer window to exercise them; the full amount is paid at once if there is a change of control. He received a 100,000-share option grant in May 2004.
2 Nov 2004material agreement● Neutral
Mission hired Thomas C. Langford as Senior Vice President - General Counsel on November 1, 2004, and gave him 300,000 stock options at $6.225 per share, vesting over two years and expiring after ten. This fills the general counsel role; the earlier context named Roland Sledge in that job, and this filing does not say what became of him.
7 June 2004business combination● Neutral
Mission filed an 8-K only to update its description of capital stock for use in future registration statements. It states authorized capital of 65,000,000 shares (60,000,000 common, 5,000,000 preferred), which matches the increase sought in 2001, so that vote appears to have passed. It also describes takeover defences, including a rights plan expiring September 26, 2007, and Nasdaq listing as MSSN. No new transaction or financial results.
3 June 2004business combination● NeutralMajor
Mission registered an offer to swap $130 million of registered 9 7/8% Senior Notes due 2011 for its outstanding unregistered notes of the same amount; it gets no new money from the swap. The filing says a new management team that took over in late 2002 has cut debt by over $50 million since March 2003 through repurchases and equity-for-debt exchanges, lowering debt to book capitalization from 78% to 63%. It also says it bought about 95% of the Jalmat field in the Permian Basin in January and April 2004, adding about 31 Bcfe of proved reserves, to about 209 Bcfe pro forma at December 31, 2003. Guarantors are now Black Hawk Oil, Mission Holdings LLC and Mission E&P Limited Partnership. The text provided does not say what happened to the 2007 subordinated notes, which are not mentioned in the visible portion; that thread is unconfirmed.
1 July 2003drilling progress report▲ Good
Mission reported early results from its 2003 drilling program of 13 planned wells: of the first six, three were discoveries (two gas, one oil), plus one successful gas development well; the seventh is due to spud that week. One South Louisiana well (25% interest) was a dry hole and one offshore well (1.2% interest) is being plugged and abandoned. Robert L. Cavnar is now chairman, president and CEO, which is a leadership change from the 2001 context. Working interests include 77% and 68% in the South Louisiana well, 15% at Reddell, 100% at West Lake Verret, 20% in Goliad County and 7% at Eugene Island, where production is expected in Q1 2004.
28 Sept 2001debt financing● Neutral
Mission pushed the deadline on its registered exchange offer for $225 million of 10.875% subordinated notes out to 17 October, citing the market disruption after the September 11 attacks. Paperwork rather than new money - the notes and their terms were unchanged.
29 Aug 2001business combination● Neutral
A further refiling of the report on the May 16, 2001 Bargo merger and the $125.0 million notes sale, now with pro forma figures for the six months ended June 30, 2001. The pro forma combined result is revenue of $109.2 million and net income from continuing operations of $2.5 million ($0.11 per share), versus $0.4 million for Mission alone as reported. These are illustrative as if the merger and notes had happened at the start of the period, not actual results. The pro forma also includes Bargo's earlier sales of its Coles Levee California properties and a February 2001 auction of non-core properties.
29 Aug 2001business combination● Neutral
Amendment No. 1 to the note exchange registration keeps the same terms: up to $225.0 million of new Series C 10 7/8% notes due 2007 for the Series A and Series B notes, expiry still October 3, 2001, and no proceeds to the company. It adds updated figures: pro forma reserves of 78.5 MMBOE at December 31, 2000, average production of 22,000 barrels of oil equivalent per day as of June 2001, and revenue of $69.1 million and EBITDA of $42.3 million for the six months to June 30, 2001 (including 45 days of Bargo's results). Notes not tendered stay outstanding under their existing indentures. The text provided is cut off, so the rest of the amendment is not visible.
27 July 2001business combination● Neutral
Mission Resources registered an offer to swap up to $225.0 million of new, freely tradable 10 7/8% Series C senior subordinated notes due 2007 for its existing notes: the Series A notes from the April 1997 registered offering and the $125 million Series B notes sold privately on May 29, 2001. The company gets no proceeds, the draft expiry is October 3, 2001, and subsidiaries Bargo Petroleum, Black Hawk Oil and Pan American Energy Finance guarantee the new notes. This follows through on the notes sold in May.
13 July 2001asset acquisition disposition● NeutralMajor
This refiled report on the May 16 merger closing adds two things. First, a May 29, 2001 press release announcing a $125 million private sale (Rule 144A) of 10 7/8% senior subordinated notes; the filing says 'due April 2001', which looks like a typo since the related notes are due 2007. Second, unaudited pro forma figures treating the merger and notes as if they had happened earlier: combined revenue of $226.3 million and net income of $41.8 million for 2000, and $62.9 million and $9.7 million for Q1 2001. These are illustrative, not actual results.
24 May 2001asset acquisition disposition● NeutralMajor
The Bargo merger closed on May 16, 2001, after Bellwether's stockholders approved it at the annual meeting and Bargo's shareholders approved by written consent. The purchase price was about $220 million including assumed debt, and about $139 million went to Bargo's common holders ($1.26 per share: $0.45 cash plus $0.81 in stock). The cash part was paid with borrowings under the Chase Manhattan Bank credit facility, and the company is now Mission Resources, trading as MSSN. This resolves the earlier open questions on the votes, closing and rename.
24 Apr 2001business combination● Neutral
Amendment No. 4 to the Bellwether-Bargo merger registration keeps the same terms ($200.2 million total, Mission Resources name, Nasdaq symbol MSSN) and finally sets the vote: Bellwether's annual meeting is on May 16, 2001 in Houston, with materials first mailed around April 26. Stockholders will vote on the merger, raising authorized shares from 31.0 million to 65.0 million, adding 2.0 million shares to the 1996 incentive plan (500,000 if the merger fails), eight directors and KPMG as auditor. Bargo holders of about 80.9% of its common and 94.6% of its preferred have agreed to consent, and Bargo holders may have dissenters' rights while Bellwether holders have none.
18 Apr 2001business combination● Neutral
Amendment No. 3 to the merger registration keeps the same deal terms and adds that the combined company's shares will trade on Nasdaq under the symbol "MSSN" after the merger. The document now also serves as Bellwether's annual report for the year ended December 31, 2000. The meeting date is still blank, so the votes had not yet taken place.
6 Apr 2001business combination● Neutral
Amendment No. 2 to the merger registration keeps the same terms ($200.2 million total, the Mission Resources name, 78.5 million barrels of oil equivalent pro forma reserves). It fills in dates: Bellwether's record date is March 30, 2001 and Bargo's is April 10, 2001. No change to the deal terms is shown in the text provided.
19 Mar 2001business combination● NeutralMajor
Amendment No. 1 to the Bellwether-Bargo merger registration firms up terms. The combined company will be renamed Mission Resources Corporation. Total consideration is estimated at $200.2 million: $139.3 million for Bargo common stock, options and warrants (about $0.45 cash and $0.81 in Bellwether stock per share, or $59.3 million cash and about $80 million stock), and $50.0 million plus an estimated $10.9 million accrued dividends for the preferred. Pro forma reserves are now stated as 78.5 million barrels of oil equivalent and production as 23.0 thousand barrels of oil equivalent per day, down from over 85 million and 25.0 thousand in the first filing. Bargo holders of about 80.9% of its common and 94.6% of its preferred have agreed to consent.
1 Feb 2001business combination● NeutralMajor
Bellwether Exploration (the company that later became Mission Resources) filed its first registration for a merger with Bargo Energy Company, under an agreement dated January 24, 2001. Bargo would merge into Bellwether; Bargo common holders would get about $1.26 per share in cash and Bellwether stock (if Bellwether's 20-day average price is $7.00-$9.00), and Bargo preferred holders would get $50 million plus accrued dividends. Up to 11,428,571 new Bellwether shares are registered; Bargo holders would own roughly 31.9%-41.1% of the combined company on a fully diluted basis. Bellwether holders keep their shares, which would represent 58.9%-68.1% of the combined company, but they vote on the deal and on raising authorized shares from 31.0 million to 65.0 million.