Each one in plain English, with the numbers worked through for a shareholder.
21 Mar 2016asset acquisition disposition▲ GoodMajor
Agreed to sell the Slave Point properties in northern Alberta for $148 million plus about $80 million of other non-core assets, roughly $230 million in all. Slave Point had been one of Penn West's three core light oil areas alongside the Cardium and the Viking, but had no development capital planned for the rest of the year. Disposals since the start of 2015 now exceed $1 billion.
Penn West agreed to settle every investor class action in Canada and the United States arising from the July 2014 restatement announcement. The payment is fully funded by insurance, so it does not touch the company's cash, and carries no admission of liability. Court approval was still needed in Alberta, Ontario, Quebec and New York; the release does not state the amount.
9 Nov 2015asset acquisition disposition▲ GoodMajor
Closed the Weyburn sale for about $205 million and confirmed the Mitsue sale had closed on 30 October for $193 million. Both sets of proceeds go to senior debt.
1 Oct 2015asset acquisition disposition▲ GoodMajor
Agreed to sell its non-operated 9.5% working interest in the Weyburn Unit in southeast Saskatchewan for $205 million cash, taking the year's disposals to about $810 million and passing the $650 million target set with its noteholders.
Agreed to sell the Greater Mitsue properties in central Alberta for $192.5 million cash, taking 2015 disposition proceeds to about $605 million. Since mid-2013 Penn West had sold an estimated 34,000 boe/d of non-core production for about $1.7 billion and cut debt by roughly $1.4 billion, more than 40%.
The NYSE notified Penn West that its 30-day average closing price had fallen to US$0.99, below the US$1.00 minimum. The notice is automatic, breaches nothing in its lending agreements and does not affect the TSX listing; Penn West had six months to recover.
Penn West suspended the dividend outright, cut board pay and reduced its workforce by 35%, capping capital spending at funds flow from operations. The 2015 budget fell to about $500 million, 40% below the $840 million guided in November 2014. Nine months earlier the dividend had been cut from $0.14 to $0.03; now it was gone.
Definitive amending agreements with the bank syndicate and the noteholders were signed, formalising the covenant relief agreed in principle in March. The price of that relief is a commitment that any asset sale before 30 March 2017 funds repayment at par of $650 million of note principal, with pro rata repayment of drawn bank debt. Penn West had already lined up about $415 million of sales toward it, including $318 million of royalty transactions closed in early May.
Sold Freehold Royalties an 8.5% gross overriding royalty over part of its Dodsland Viking working interests, plus assorted existing royalties and mineral title lands, for $321 million cash. That covers about half of the $650 million Penn West had committed to offer its noteholders at par out of disposition proceeds.
On 13 March 2015 Penn West gave notice that its board approved changing auditors from KPMG to Ernst & Young for the year ending 31 December 2015, after an audit committee review that included a request for proposals. KPMG stays until the 13 May 2015 annual meeting. The notice says KPMG's audit reports for 2013 and 2014 were not modified and there were no reportable events. Both firms wrote to regulators agreeing with the notice. This is the audit rotation after the 2014 restatement; the filing itself does not link the two.
With crude collapsing, Penn West cut the 2015 capital budget from $840 million to $625 million and the quarterly dividend from $0.14 to $0.03 a share, retaining about $160 million, and suspended the dividend reinvestment plan. Its 2015 Canadian oil price assumption came down about 25% to $65 a barrel from the $86.50 used when the budget was set a month earlier.
Agreed to sell non-core south-central Alberta assets producing about 7,500 boe/d, roughly 80% gas and liquids, for about $355 million - some $47,000 per flowing barrel, under 5% of the 625 million boe proved plus probable base, and 2,250 gross well bores off the abandonment liability.
The formal record of the completed restatement announced on 18 September. The review went back to 2007 to set opening balances and found nothing beyond what had been disclosed. Two corrections: operating costs wrongly capitalised into property, plant and equipment, reversed at $66 million for 2012, $71 million for 2013 and $9 million for the first quarter of 2014, which does flow through to earnings via depletion, impairment and tax; and operating expenses wrongly classified as royalties, $101 million in each of 2012 and 2013 and $19 million in Q1 2014, which moves money between two lines of the income statement with no effect on net income at all.
A fortnightly status update required by the cease trade order. The review was still running and the company reported no change from its 29 July, 12 August and 26 August releases. Nothing new is disclosed here.
Penn West confirmed the accounting practices under review had no effect on its independently evaluated reserves - 625 million barrels of oil equivalent proved plus probable at end-2013, about 66% proved and about 70% oil and liquids - or on their net present values. The accounting was wrong; the barrels in the ground were not.
Noteholders granted the matching waiver, extending their cure period to 14 October and allowing the defaults to be cured simply by delivering the restated and second-quarter accounts, after which the notes continue on existing terms. With both waivers in hand the capital structure was secured through the restatement.
The restatement and the resulting delay to second-quarter filings put Penn West in default under both its bank facility and its senior notes - not on any financial covenant, but on the reporting obligations. Lenders granted a waiver extending the cure period to 14 October, leaving access to about $660 million of the facility with roughly $250 million drawn; noteholder waivers were still being negotiated. Alberta and Ontario regulators issued management cease trade orders barring directors and officers from dealing in the stock until the filings were made.
Penn West's audit committee was running a voluntary internal review and the board had already concluded that historical financial statements and MD&A must be restated. The entries under examination appear to have reduced reported operating costs and increased reported capital expenditure and royalties without adequate supporting documentation, and were spotted by David Dyck, a chief financial officer three months into the job. The company said cash and debt balances, 2014 production guidance and operations were unaffected.
20 Dec 2013asset acquisition disposition▲ GoodMajor
Closed the first phase of the divestment programme announced in November 2013: non-core assets producing about 10,800 boe/d sold for roughly $486 million, at about 5.5 times estimated 2014 net operating income and 1.1 times Penn West's own discounted proved plus probable producing reserve value. Proceeds repaid credit facility advances; 2014 guidance of 105,000-110,000 boe/d was left unchanged.
Penn West closed a private placement of about $135 million of senior unsecured notes at an average 4.49% over an average 8.1-year term, ranking equally with its bank facilities and used to repay credit facility advances. Its senior note portfolio now totals roughly $2.0 billion, about 63% of its debt capital.
Filed in April 2011 to furnish the annual report and the 2010 Corporate Sustainability Report as exhibits. The exhibits carry no text in this filing, so it contains no figures or new events.
On 17 March 2011 the board of Penn West Petroleum Ltd. (now referred to as Penn West Exploration) declared a first-quarter dividend of C$0.27 per share, payable 15 April 2011 to holders of record on 31 March, designated an eligible dividend for Canadian tax. The filing now refers to common shares and a dividend rather than trust units and monthly distributions, so the filing indicates the trust has become a corporation. It does not state when the conversion took effect or how this compares with the earlier C$0.09 monthly distribution.
On 2 December 2010 Penn West closed the first tranche of the November notes, about US$155 million of the roughly US$230 million total (average term 11 years, rate 4.99%); the second tranche is expected on 4 January 2011. Proceeds went to repay syndicated bank facility advances. The filing also corrects heading typos in the pro forma statements in the circular for the 14 December 2010 special meeting. It cuts the proposed post-conversion option plan cap from 10% to 9% of shares. The pro forma statements, built on the trust-to-corporation conversion (one share per unit), show about $12,979 million of assets and are unaudited. The conversion still needs unitholder and regulatory approval. This partly resolves the November pricing and continues the conversion thread.
On 19 November 2010 Penn West priced about US$230 million of senior unsecured notes (average term about 11 years, average rate about 4.99%), expected to close about 2 December 2010 with funding on 2 December 2010 and 4 January 2011. Proceeds are to repay bank facility advances. The notes rank equally with the bank facilities and other senior notes. The November distribution is confirmed at C$0.09 per unit, payable 15 December 2010 (record date 30 November), down from C$0.15 in March 2010 (inference from comparing stated figures). The 4.99% rate is lower than the 5.5% of the March 2010 placement (inference from comparing stated rates).
Penn West filed the arrangement agreement dated 10 November 2010 that sets up its conversion from a trust into a corporation. The parties include the Trust, Penn West Petroleum Ltd. and subsidiaries from the Petrofund, Vault and Canetic deals, and the plan is to be approved by unitholders and the Alberta court. The excerpt shows the structure only, with amalgamation into a 'New Penn West'. The accompanying circular material states each unit becomes one common share, and the Trust was said to continue the same business.
The Mitsubishi joint venture closed on 23 September 2010. Mitsubishi acquired a 50% interest in the Cordova shale gas and Wildboy gas assets (about 30 MMcf/d gross, 550,000 gross acres), and Penn West received about $250 million initial consideration, with Mitsubishi committed to spend $600 million of the first $800 million of development capital. This resolves the August 2010 announcement on the terms stated then.
On 24 August 2010 Penn West agreed to form a 50-50 joint venture with a subsidiary of Mitsubishi Corporation for its Cordova Embayment shale gas and Wildboy conventional gas assets in northeastern British Columbia, with Penn West as operator. Mitsubishi will pay about $250 million for the existing assets (about 30 MMcf/d, 550,000 gross acres) and fund about $600 million of the first $800 million of development spending. Closing is expected about 23 September 2010, subject to Mitsubishi board and regulatory approvals. This is a second partnership after the CIC deal.
The CIC joint venture and unit placement closed on 1 June 2010. Penn West contributed the Peace River bitumen assets (valued at about $1.8 billion) and keeps 55%; CIC took 45% for about $312 million paid in cash, plus a commitment to carry about $505 million of future costs. CIC also bought 23,524,209 trust units for about $435 million. Penn West will use the total of about $747 million for general corporate purposes. This resolves the May 2010 announcement.