Each one in plain English, with the numbers worked through for a shareholder.
20 Apr 2004business combination● Neutral
EXCO amended its note exchange registration statement, increasing the exchange offer from $350,000,000 to $450,000,000 of 7 1/4% Senior Notes due 2011 by adding $100,000,000 notes issued April 13, 2004 at 103.25%. The earlier notes were issued January 20, 2004. North Coast Energy remains a co-registrant alongside EXCO. The offer's terms are otherwise as before, and the text is truncated.
EXCO Resources filed a registration statement to swap $350,000,000 of its privately issued 7 1/4% Senior Notes due 2011 for identical registered notes. North Coast Energy and its subsidiary North Coast Energy Eastern are listed as co-registrants, i.e. guarantors of the notes. The visible text does not show details of how the North Coast acquisition was financed; the document is truncated. For former shareholders it carries no new payout; it shows North Coast now sits inside EXCO's debt structure.
North Coast announced that EXCO's $10.75 cash tender offer, which expired at midnight on January 23, 2004, succeeded: 14,894,361 shares (96.8% of the 15,392,101 outstanding) were tendered, clearing the 90% condition, and the buyer has accepted them for payment. Holders who did not tender are to be cashed out at the same $10.75 in a second-step merger without a stockholder vote, which the company says will be completed in the next several days. This resolves the open question of whether the offer would reach 90%.
North Coast amended its recommendation statement with more background on the sale. The $10.75 price is a 92.0% premium to April 21, 2003 (when advisors were hired) but a 10.7% discount to the November 21, 2003 close and 21.0% below the 12-month high. The board attributed the recent higher prices to speculation. It also notes Baird's $1,724,000 contingent fee and 2002 net income of $9.8 million. A letter explains that old share certificates issued on or before May 12, 1999 must be divided by five to reflect the 1-for-5 reverse split. Offer terms are unchanged.
North Coast reported that NUON's subsidiary has signed the stock tender agreement and escrow agreement, and NUON has signed its guaranty, as the merger agreement required. This removes a condition on the deal's progress; the offer still expires January 23, 2004 unless extended and still needs 90% tendered.
With the tender offer now launched (December 5, 2003), North Coast filed its formal recommendation statement. The offer is $10.75 cash per share, scheduled to expire at midnight New York time on January 23, 2004, under a merger agreement amended and restated on December 4. NUON's subsidiary held 13,048,277 shares (about 85.6%) and was to sign a tender agreement, with 15,251,806 shares outstanding as of December 3. Remaining holders would be cashed out at the same price in a follow-on merger (subject to appraisal rights), after which North Coast would be a wholly owned EXCO subsidiary. Change-in-control payments to executives are disclosed (e.g. up to $1,612,875 for Mr. Yonel). The text provided is truncated, so the board's recommendation itself is not visible here.
The bidders refiled the Schedule TO communication to correct typographical errors in the November 26 press release exhibit. The terms are unchanged ($10.75 per share cash, expected close by February 1, 2004).
EXCO Holdings, EXCO Resources and NCE Acquisition filed the same November 26 press release as a pre-commencement Schedule TO communication. It repeats the $10.75 per share cash tender offer and adds no new terms.
North Coast Energy announced a deal to be bought by EXCO Resources for $10.75 per share in cash, through a tender offer by EXCO's subsidiary NCE Acquisition. NUON Energy & Water Investments, holder of about 86% (the stake seen in the 2000 holder notice), has agreed to tender its shares subject to conditions; the offer needs at least 90% of shares (including shares issuable on options and warrants), any untendered shares would be bought at the same price in a follow-on merger, and closing is expected by February 1, 2004. This is a preliminary communication filed before the offer started.