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PENGROWTH ENERGY Corp

TSX:PGF
No current share price held for this company.

Past year: ▼ 93%(5.50c – 78.0c CAD)

Market cap
—
Shares on issue
—
Story beats
32 since 2010
Last event
7 Jan 2020

History

Pengrowth grew through the Monterey and NAL deals, then cut its dividend, sold assets to cut debt, and was acquired by Cona Resources in January 2020.

2010-2012: Becoming a corporation and the NAL deal

The record opens in September 2010, when Pengrowth completed its combination with Monterey Exploration Ltd. Monterey holders received about 28,018,194 trust units and 4,994,426 exchangeable shares. The deal added an operated Groundbirch Montney position in northeast British Columbia of 21 sections (19.0 net), and Pengrowth raised its 2010 capital spending guidance from $285 million to $350 million. In October the board approved converting the trust into a dividend-paying corporation, with one common share for each trust unit and an expected initial dividend of $0.07 per share monthly. It said about $2.7 billion of tax pools meant no income tax was expected until after 2014.

Early 2011 brought trouble at Swan Hills, where a gas gathering system ruptured and caught fire, leaving about 1,500 boe/d (barrels of oil equivalent a day) shut in. The Groundbirch gas plant, though, was commissioned on December 18, 2010. In December 2011 Pengrowth renegotiated its bank facility, extending it to November 29, 2015, with $1.0 billion committed.

In March 2012 Pengrowth signed an agreement to combine with NAL Energy Corporation, offering 0.86 of a Pengrowth share per NAL share. Former NAL holders were to own about 26% of the enlarged company, diluting existing holders to roughly 74%. Shareholders of both companies approved the deal in May, with about 98% of Pengrowth votes cast in favour, and it closed on May 31, 2012 at a value of about $1.6 billion. Pengrowth also took on NAL's three convertible debentures.

2012-2014: Dividend cut and the Lindbergh project

Soon after the merger, Pengrowth confirmed that its August 2012 dividend would be Cdn $0.04 per share, down from $0.07. The filing gave no reason. In October 2012 it signed a note purchase agreement for new private senior notes totalling US$335 million plus £15 million and Cdn$25 million, due between 2019 and 2024.

The focus then turned to Lindbergh, a thermal bitumen (heavy oil heated so it flows) project. In January 2013 Pengrowth sanctioned its acceleration, and in July 2013 it received regulatory approval for a first commercial phase of 12,500 barrels a day. In March 2014 it said it had beaten its 2013 production guidance on lower capital spending, though the figures were not in the filing.

2015-2016: Low prices and asset sales

In March 2015 the dividend was halved again to Cdn $0.02 per share, and Pengrowth restated its bank credit agreement with Royal Bank of Canada as agent. In September it announced a new dividend policy aimed at strengthening its balance sheet amid low commodity prices. It then began selling assets: Bodo for $95 million in October, and the Jenner area for $80 million. On October 30 the New York Stock Exchange warned that its share price breached a listing standard.

In January 2016 Pengrowth announced a capital budget it called prudent and temporarily suspended the dividend. No reinstatement appears in the record. In May 2016 it won approval for a 17,500 barrel-a-day second phase at Lindbergh, and in December it sold a 4.0% gross overriding royalty on Lindbergh for $250 million.

2017-2020: Selling down and the Cona takeover

In February 2017 Pengrowth planned to cut debt by $530 million, by retiring $127 million of convertible debentures and prepaying US$300 million of 6.35% senior notes. Whether this was completed is not shown. Sales followed: North Central Alberta for $180 million, Bernadet Montney lands for $92 million, and the remaining Swan Hills assets for $185 million, which closed July 6. A second NYSE listing notice arrived in May. In July it agreed to sell Olds/Garrington for $300 million. In October it restated its credit agreement, now with security over all assets, and amended its note agreements. Shares on issue were 552,246,104 at the end of 2017 and 556,117,090 at the end of 2018; the record does not explain the rise.

The record is then quiet until December 2019, when shareholders and secured debt holders approved an acquisition of the company by Cona Resources Ltd., and a litigation decision was received. The court approved the arrangement the next day. On January 7, 2020, Pengrowth announced the arrangement had closed. The filings do not show the price, what shareholders received, or whether the shares were delisted.

Written from the 32 story beats below (2010 to 7 Jan 2020), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

shares on issue market cap (log scale)

2020556m shares · C$33.4m market cap

  1. 7 Jan

    Pengrowth announced the closing of its arrangement with Cona Resources Ltd., completing the acquisition that shareholders, secured debt holders and the court had approved in December 2019. Only the headline appears, so the price per share, what shareholders receive and whether their shares were cancelled are not shown. The headline gives the OTC listing of PGHEF alongside PGF, but the filing text does not say anything about delisting.

    business combination

    556m shC$33.4m

2019556m shares · C$33.4m market cap

  1. 20 Dec

    Pengrowth announced that it received court approval for the arrangement. This follows the Dec 18-19, 2019 shareholder and secured debt holder approvals of Cona's acquisition. Only the headline and a cover form appear, so the price, the treatment of shares and the closing date are not shown. Court approval does not by itself confirm the deal has closed.

    business combination

    556m shC$33.4m
  2. 19 Dec

    Pengrowth's headline says shareholders and secured debt holders approved Cona's acquisition of the company and that a decision was received in a litigation matter. Only the headline is in the filing, so the price per share, the treatment of shares, closing conditions and the litigation outcome are not shown. Approval alone does not confirm the deal has closed.

    business combination

    556m shC$33.4m

2017

  1. 25 Oct

    Pengrowth filed an amended and restated credit agreement dated October 12, 2017 with Royal Bank of Canada as agent, plus second amendments to its 2010 and 2012 note purchase agreements. The agreement now includes a security article (security on all assets), a swingline loan, and references to the 2018 notes (US$265M 6.98% and Cdn$15M 6.61%, due Aug 21, 2018) and Swan Hills and Groundbirch property schedules. The facility size, pricing and covenants are not visible in the excerpt.

    debt financing

  2. 11 July

    Pengrowth entered into an agreement to sell its Olds/Garrington area assets for $300 million. Olds/Garrington was among the assets gained in the 2012 NAL combination. The buyer and closing date are not shown.

    asset acquisition disposition

  3. 6 July

    Pengrowth announced the closing of the Swan Hills asset sale, completing the agreement announced April 25, 2017 for $185 million. The closing amount is not stated in the filing text.

    asset acquisition disposition

  4. 17 May

    Pengrowth received another continued listing standard notification from the New York Stock Exchange. Only the headline appears, so the specific standard and any deadline are not shown. This follows the October 2015 NYSE notice about its share price.

    listing compliance notice

  5. 25 Apr

    Pengrowth entered into an agreement to sell its remaining Swan Hills assets for $185 million. The word 'remaining' implies an earlier Swan Hills sale (inference), which is not in the context. The buyer and closing date are not shown.

    asset acquisition disposition

  6. 24 Mar

    Pengrowth announced the sale of its Bernadet Montney lands for $92 million. The buyer and whether the sale had already closed are not shown. The Montney lands are in the same area as the Monterey Groundbirch acquisition from earlier years, though the headline does not say they are part of it (inference).

    asset acquisition disposition

  7. 20 Mar

    Pengrowth reached an agreement to sell its North Central Alberta properties for $180 million. The buyer and closing date are not shown.

    asset acquisition disposition

  8. 21 Feb

    Pengrowth announced a plan to cut outstanding debt by $530 million, by retiring $127 million of convertible debentures and prepaying US$300 million of its 6.35% senior notes due July 26, 2017. The funding source is not shown in the filing.

    debt financing

2016

  1. 14 Dec

    Pengrowth announced the sale of a 4.0% gross overriding royalty interest on its Lindbergh thermal assets for $250 million. It sold a royalty interest rather than the asset itself; the buyer and use of proceeds are not shown.

    asset acquisition disposition

  2. 31 May

    Pengrowth received regulatory approval for the 17,500 barrel per day second commercial phase of its Lindbergh thermal project. This follows the July 2013 approval of the 12,500 bbl/d first phase. Approval does not itself say that the phase will be built or what it will cost.

    regulatory community update

  3. 21 Jan

    Pengrowth announced a 2016 capital budget it calls prudent, an operational update, and a temporary suspension of its dividend. This ends the Cdn $0.02 monthly payments; the budget figures and how long the suspension lasts are not shown in the filing.

    dividend declaration

2015

  1. 30 Oct

    Pengrowth received a continued listing standard notification from the New York Stock Exchange about the price of its common stock. The headline gives no price figures or cure period, so the details are not shown.

    listing compliance notice

  2. 23 Oct

    Pengrowth announced an agreement to sell its Jenner area properties for $80 million and updated its asset disposition process, following the Bodo sale agreement earlier in October. The buyer and closing date are not shown.

    asset acquisition disposition

  3. 6 Oct

    Pengrowth announced an agreement to sell its Bodo property for $95 million and gave an update on its asset disposition program. Bodo was a polymer enhanced oil recovery asset gained in the 2012 NAL combination. The buyer, closing date and the program's other details are not shown.

    asset acquisition disposition

  4. 1 Sept

    Pengrowth announced a new dividend policy that the headline says is meant to strengthen its balance sheet amid the current low commodity price environment. The details of the policy (amount, conditions) are not in the filing text, so the effect on the Cdn $0.02 monthly payment is not shown.

    dividend declaration

  5. 2 Apr

    Pengrowth filed an amended and restated credit agreement dated March 30, 2015 for its extendible revolving credit facility, with Royal Bank of Canada as administrative agent and lenders including Bank of Montreal, Scotiabank, CIBC and TD. The visible text is the cover, table of contents and definitions; the facility size, pricing, covenants and maturity are not shown in the excerpt. This updates the syndicated facility that previously ran to Nov 29, 2015, though the new maturity is not visible.

    debt financing

  6. 10 Mar

    Pengrowth's headline confirms a Cdn $0.02 per share dividend payable April 15, 2015, half the Cdn $0.04 paid since August 2012, and gives an update on the Lindbergh commercial project. Only the headline is in the filing, so the reasons for the cut and the content of the Lindbergh update are not shown.

    dividend declaration

2014

  1. 3 Mar

    Pengrowth's headline says it exceeded its 2013 production guidance on lower capital spending and delivered strong reserves growth. This compares against the 2013 guidance announced in January 2013; the filing text has only the headline, so no production, spending or reserves figures are available.

    production update

2013

  1. 15 July

    Pengrowth announced it received regulatory approval for the 12,500 barrel per day first commercial phase of the Lindbergh thermal bitumen project. This follows the January 2013 decision to accelerate the project; only the headline is in the filing, so costs and start-up timing are not given.

    regulatory community update

  2. 11 Jan

    Pengrowth announced it is sanctioning acceleration of the Lindbergh project, with a 2013 capital program, 2013 production guidance and a reaffirmed commitment to the dividend. Only the headline appears in the filing text provided, so spending and production figures are not available.

    production update

2012

  1. 22 Oct

    Pengrowth filed a note purchase agreement dated October 18, 2012 for new unsecured-style private senior notes (a subsidiary guaranty is included) totalling U.S. $335M plus £15M and Can. $25M: US$35M 3.49% due 2019, US$105M 4.07% due 2022, US$195M 4.17% due 2024, £15M 3.45% due 2019, and Can$25M 4.74% due 2022. This adds new long-term debt alongside the 2010 notes and bank facilities; the excerpt does not show how the proceeds will be used, though a use-of-proceeds schedule is listed.

    debt financing

  2. 13 July

    Pengrowth confirmed that its August 15, 2012 dividend will be Cdn $0.04 per share (record date July 23), down from the Cdn $0.07 paid monthly until now. The filing refers to a July 6 announcement of the cut, which is not among the filings seen, and does not give a reason. This reverses the long-unchanged dividend and is a reduction for shareholders.

    dividend declaration

  3. 31 May

    Pengrowth completed its combination with NAL Energy on May 31, 2012, as scheduled. NAL shareholders received 0.86 of a Pengrowth share per NAL share, the deal was valued at approximately $1.6 billion, and Pengrowth took on NAL's three convertible debentures. Existing Pengrowth holders are now diluted by the new shares issued (the earlier announcement put NAL holders at about 26%). Kel Johnston and Barry Stewart joined the board. This resolves the main open thread from the March deal.

    business combination

  4. 24 May

    Shareholders of both companies approved the NAL combination on May 23, 2012: about 96% of NAL votes cast, and about 98% of Pengrowth votes cast for issuing up to 163,964,889 Pengrowth shares. Court approval was expected May 24 and closing is scheduled for May 31, 2012, so the main vote hurdles in the March deal are cleared.

    business combination

  5. 23 Mar

    Pengrowth and NAL Energy Corporation signed an arrangement agreement under which NAL shareholders get 0.86 of a Pengrowth share per NAL share (a 9.7% premium on March 22 prices); former NAL holders would own about 26% of Pengrowth, so existing Pengrowth holders are diluted to roughly 74% but the companies say it should add to funds from operations and production per share. NAL's enterprise value including debt is about $1.9 billion; Pengrowth would assume NAL's convertible debentures, plans to sell about 10% of non-core assets, and expects closing around May 31, 2012 subject to shareholder, court and regulatory approvals, with a $45 million reciprocal non-completion fee. This is a new major deal, and it adds light-oil inventory and funds for the Lindbergh project mentioned earlier.

    business combination

2011

  1. 19 Dec

    Pengrowth declared a Cdn $0.07 per common share dividend payable January 16, 2012 (record date December 30, 2011), unchanged. It also said it renegotiated its syndicated revolving credit facility, extending it to November 29, 2015, with lower borrowing costs (spreads of 160 to 325 basis points over floating rates), $1.0 billion committed and a $250 million expansion feature for up to $1.25 billion. The DRIP now offers shares at a 5% discount, and the transfer agent is now Olympia Trust. 2012 guidance is promised for the week of January 23, 2012.

    dividend declaration

  2. 24 Feb

    Pengrowth said the Swan Hills gas gathering system, which ruptured and caught fire (reported January 1, 2011), remains shut, with about 1,500 boe/d net to Pengrowth shut in; restart is anticipated in early March subject to regulatory approvals. New Swan Hills wells came on at initial rates of 300 to 1,200 boe/d, and the Groundbirch gas plant was commissioned December 18, 2010 with five wells on production and five more drilled to fill it to capacity.

    drilling result

2010

  1. 21 Oct

    Pengrowth's board approved converting the trust into a dividend-paying corporation, expected to complete December 31, 2010 subject to a unitholder vote on December 16, 2010 and regulatory and court approvals. Holders would get one common share per trust unit, with an expected initial dividend of $0.07 per share monthly (the same as today's distribution). The release also declared a Cdn $0.07 per unit distribution for November 16, 2010 and gave a hedging update, and states that about $2.7 billion of tax pools means no income tax is expected until after 2014.

    dividend declaration

  2. 16 Sept

    Pengrowth completed its business combination with Monterey Exploration Ltd., approved by 100% of votes cast at the Monterey meeting on September 15, 2010. Monterey holders received about 28,018,194 trust units and 4,994,426 exchangeable shares, which adds a focused, operated Groundbirch Montney position in northeast British Columbia (21 sections, 19.0 net) and raises 2010 capital spending guidance from $285 million to $350 million pro forma. Monterey's shares are to be delisted from the TSX.

    business combination