25 Feb 2019listing compliance notice▼ BadMajor
NEWFIELD EXPLORATION CO /DE/ 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.
20 Feb 2019business combination● NeutralMajor
The Encana merger closed on February 13, 2019: each Newfield share was converted into 2.6719 Encana common shares (cash for fractions), and Newfield is now an indirect wholly-owned Encana subsidiary. Newfield's NYSE trading ended after the close on February 13, it plans to file Form 15 to stop its SEC reporting, its credit agreement was repaid in full and terminated, and all former directors and officers (including CEO Lee Boothby) left, replaced by Encana executives. This completes the pending merger thread and ends the shareholders' position in Newfield stock.
14 Feb 2019listing compliance notice● NeutralMajor
NEWFIELD EXPLORATION CO /DE/'s exchange filed to remove a class of its securities from listing.
5 Feb 2019business combination● Neutral
Newfield and Encana disclosed that six purported class action lawsuits have been filed by Newfield stockholders over the merger, alleging the proxy statement omitted or misstated material information, and seeking to block the merger plus unspecified damages. The companies say no extra disclosure is required, but added supplemental details, including Newfield's financial forecasts (e.g. 2019 estimated EBITDAX of about $1.75 billion), to avoid delay to the merger. They deny any wrongdoing. The merger vote is still scheduled for February 12, 2019.
8 Jan 2019business combination● NeutralMajor
Newfield and Encana mailed the joint proxy statement/prospectus for the merger, with both companies' special shareholder meetings set for February 12, 2019. Newfield needs approval from holders of at least 66 2/3% of its outstanding shares, and its board unanimously recommends a yes vote. The 2.6719 exchange ratio was worth about $27.36 per Newfield share on October 31, 2018 but about $16.78 on January 7, 2019, because Encana's share price fell. Former Newfield holders are expected to own about 36.5% of Encana after the deal. This continues the pending merger.
2 Nov 2018business combination● NeutralMajor
Newfield agreed on October 31, 2018 to be acquired by Encana Corporation: each Newfield share converts into 2.6719 Encana common shares (cash for fractions), and Newfield survives as a wholly-owned Encana subsidiary. The deal needs approval from both companies' shareholders, antitrust clearance, an effective Encana registration statement and NYSE/TSX listing of the new shares, and either side can terminate if it is not done by June 30, 2019. A $150 million fee is payable by Newfield and a $300 million fee by Encana in specified circumstances. Restricted stock, restricted stock units and performance share units are cancelled and converted into the merger consideration (cash for some units). Two Newfield directors are to join Encana's board. This is a new thread that would end shareholders' current position if completed, but it is not yet completed.
26 Mar 2018debt financing▲ GoodMajor
Newfield refinanced its revolving credit facility with an Amended and Restated Credit Agreement (JPMorgan Chase as administrative agent). Commitments rose from $1.8 billion to $2.0 billion, maturity was extended from June 25, 2020 to May 1, 2023, and commitments can be increased up to $2.75 billion subject to conditions. This replaces the earlier facility in the company's debt history.
7 July 2016asset acquisition disposition▲ GoodMajor
Newfield closed its previously announced purchase of producing oil and gas properties and undeveloped acreage in the Anadarko Basin STACK play in Oklahoma from a Chesapeake Energy subsidiary on June 30, 2016. The price was about $470 million including escrowed funds, plus a roughly $21 million post-effective date capital reimbursement, and was paid from cash on hand. The price remains subject to customary post-closing adjustments.
21 Mar 2016debt financing● NeutralMajor
Newfield signed a Fifth Amendment to its June 2011 credit agreement with JPMorgan Chase and the lender group. It lowered the minimum ratio of EBITDAX to interest expense to 2.5 to 1.0 and changed how EBITDAX, interest expense and net income are defined to exclude or include certain one-off and non-cash items. It also added European Union lender-regulation provisions. The lower ratio floor loosens a covenant (inference: it gives the company more room under it); the filing does not state a reason.
12 Mar 2015debt financing● NeutralMajor
Newfield completed a public offering of $700 million of 5 3/8% Senior Notes due January 1, 2026, issued under its existing indenture with U.S. Bank National Association. The notes are unsecured, rank equally with its other senior unsecured debt, and pay interest each January 1 and July 1 starting July 1, 2015. This adds to the 2022 and 2024 senior notes already outstanding; the filing does not say how the proceeds will be used.
14 Feb 2014asset acquisition disposition▲ GoodMajor
The Malaysian sale to SapuraKencana closed on February 10, 2014, with cash proceeds of about $896 million after adjustments, against the $898 million agreed price. This completes the October 2013 agreement. The pro forma exhibit says the proceeds were used to repay all amounts owed under the credit facility, and the press release says they would reduce short-term borrowings and cover general corporate purposes. The China business is also reported as discontinued operations, and the divestiture of international businesses is described as ongoing.
28 Oct 2013material agreement▲ GoodMajor
On October 22, 2013 Newfield agreed to sell all of its Malaysian business to SapuraKencana Petroleum Berhad for $898 million in cash, subject to adjustments. Closing needs PETRONAS approval, the buyer's shareholder approval and partners' preferential-rights offers, and is expected in early 2014. Newfield says this follows its early-2013 announcement of an intent to exit international businesses and focus on domestic resource plays, with proceeds going to pay down debt and general corporate purposes.
27 June 2013debt financing▲ Good
On June 25, 2013 Newfield signed a third amendment to its June 2011 credit agreement, extending the term to June 25, 2018 and raising the available funds from $1.25 billion to $1.4 billion. Commitments were also reallocated among the lenders.
3 July 2012debt financing● NeutralMajor
On July 3, 2012 Newfield accepted about $413 million (roughly 75%) of its $550 million 6 5/8% Senior Subordinated Notes due 2016 in a tender offer, and removed most of the protective covenants on the remaining notes. It also said it will redeem any notes not tendered by July 18, 2012 at $1,022.08 per $1,000. Its filing does not link this to the June 2012 notes offering; that link would be an inference.
26 June 2012debt financing● NeutralMajor
On June 26, 2012 Newfield completed a public offering of $1 billion of 5 5/8% Senior Notes due July 1, 2024. They are unsecured, rank equally with other senior unsecured debt, and pay interest each January 1 and July 1 starting January 1, 2013. The filing does not state what the proceeds are for.
30 Sept 2011debt financing● NeutralMajor
On September 30, 2011 Newfield completed the $750 million 5.75% Senior Notes offering agreed on September 27. The notes are unsecured, mature January 30, 2022, and pay interest each January 30 and July 30 starting July 30, 2012, adding to the company's long-term debt.
28 Sept 2011material agreement● NeutralMajor
On September 27, 2011 Newfield agreed with underwriters (J.P. Morgan Securities and Wells Fargo Securities) to sell $750 million of 5 3/4% Senior Notes due 2022, with closing expected September 30, 2011. It also amended the June 2011 credit agreement so a covenant does not apply to terms in senior debt that require debt to be secured equally and ratably with other senior debt.
3 June 2011debt financing● Neutral
On June 2, 2011 Newfield signed a new $1.25 billion unsecured credit agreement with JPMorgan Chase as administrative agent and a group of banks, expiring June 2, 2016. It replaces the earlier $1.25 billion unsecured revolving facility that was due to expire in June 2012, so the borrowing capacity is the same size but runs four years longer; covenants require debt to capitalization of 0.60 to 1.0 or less and interest coverage of at least 3.0 to 1.0.