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.
14 Apr 2005substantial holder notice● Neutral
Harbert Distressed Investment Master Fund, Ltd, HMC Distressed Investment Offshore Manager, L.L.C, HMC Investors, L.L.C, Philip Falcone, Raymond J. Harbert, Michael D. Luce disclosed a new substantial MISSION RESOURCES CORP shareholding (17.10% of votes).
13 Apr 2005substantial holder notice● Neutral
Petrohawk Energy Corporation disclosed a new substantial MISSION RESOURCES CORP shareholding (31.90% of votes).
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.
22 Mar 2005substantial holder notice● Neutral
Robert L. Cavnar disclosed a new substantial MISSION RESOURCES CORP shareholding (5.10% of votes).
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.
14 Feb 2005substantial holder notice● Neutral
Harbert Distressed Investment Master Fund, Ltd, HMC Distressed Investment Offshore Manager, L.L.C, HMC Investors, L.L.C, Philip Falcone, Raymond J. Harbert, Michael D. Luce reported a MISSION RESOURCES CORP shareholding of 7,700,000 shares (18.80% of votes) in a periodic institutional filing.
23 Dec 2004substantial holder notice● Neutral
Carl C. Icahn, Barberry Corp. reported a MISSION RESOURCES CORP shareholding of 710,162 shares (1.73% of votes) in a periodic institutional filing.
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.
24 Sept 2004securities registration● Neutral
MISSION RESOURCES CORP registered a securities offering with the SEC using its shelf eligibility.
19 July 2004substantial holder notice● Neutral
Harbert Distressed Investment Master Fund, Ltd, HMC Distressed Investment Offshore Manager, L.L.C, HMC Investors, L.L.C, Philip Falcone, Raymond J. Harbert, Michael D. Luce disclosed a new substantial MISSION RESOURCES CORP shareholding (19.00% of votes).
12 July 2004substantial holder notice● Neutral
Charles B. Johnson, Rupert H. Johnson, Jr, Franklin Advisers, Inc reported a MISSION RESOURCES CORP shareholding of 4,231,100 shares (10.40% of votes) in a periodic institutional filing.
25 June 2004securities registration● Neutral
MISSION RESOURCES CORP filed the final prospectus for a registered offering.
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.
20 May 2004director interest notice● Neutral
MISSION RESOURCES CORP Chairman, CEO & President Robert L Cavnar received a stock option grant for 250,000 shares.
20 May 2004director interest notice● Neutral
MISSION RESOURCES CORP Exec. Vice President & CFO Richard W Piacenti received a stock option grant for 150,000 shares.
20 May 2004director interest notice● Neutral
MISSION RESOURCES CORP SVP Exploration & Geoscience John L Eells received a stock option grant for 100,000 shares.
20 May 2004director interest notice● Neutral
MISSION RESOURCES CORP Vice President - Acct. & IR, Ann Kaesermann received a stock option grant for 50,000 shares.
20 May 2004director interest notice● Neutral
MISSION RESOURCES CORP SVP Operations & Engineering Joseph G Nicknish received a stock option grant for 100,000 shares.
20 May 2004director interest notice● Neutral
MISSION RESOURCES CORP SVP Land & Land Administration Marshall Munsell received a stock option grant for 100,000 shares.
12 May 2004securities registration● Neutral
MISSION RESOURCES CORP filed the final prospectus for a registered offering.
11 May 2004director interest notice● Neutral
MISSION RESOURCES CORP Chairman, CEO & President Robert L Cavnar bought 10,000 shares on the open market at $4.30.
11 May 2004director interest notice● Neutral
MISSION RESOURCES CORP Exec. Vice President & CFO Richard W Piacenti bought 10,000 shares on the open market at $4.62.
11 May 2004director interest notice● Neutral
MISSION RESOURCES CORP director Joseph N Jaggers bought 5,000 shares on the open market.