11 June 2013listing compliance notice▼ BadMajor
PLAINS EXPLORATION & PRODUCTION CO 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.
3 June 2013business combination● NeutralMajor
FCX completed its acquisition of PXP on May 31, 2013. PXP merged into an FCX subsidiary (now Freeport-McMoRan Oil & Gas LLC), its stock was delisted from the NYSE that day, and its directors and named executive officers ceased to hold those roles at PXP. Each PXP share was converted into the right to receive about $46.01 in value, as cash or about 1.4302 FCX shares; those who made no valid election received about 99.5% cash. The new subsidiary and FCX Oil & Gas took over PXP's eight series of senior notes with an FCX guarantee, and PXP's $5.0 billion November 2012 credit agreement was terminated. This resolves the merger announced in December 2012.
31 May 2013listing compliance notice● NeutralMajor
PLAINS EXPLORATION & PRODUCTION CO's exchange filed to remove a class of its securities from listing.
18 Apr 2013business combination● NeutralMajor
On April 18, 2013 PXP sent stockholders its final proxy statement for a May 20, 2013 special meeting to vote on the FCX merger; a majority of outstanding shares is needed, and the board unanimously recommends approval. Holders get $25.00 plus 0.6531 times FCX's average price, in cash or FCX stock; the filing's example at FCX's $28.00 price on April 17 gives about $43.29 per share, down from $50.00 at announcement. About 91 million FCX shares and roughly $3.5 billion in cash are expected to be paid in total. Holders who don't vote for the deal may have appraisal rights under Delaware law if they follow its procedures.
6 Dec 2012business combination● NeutralMajor
The merger agreement with FCX, signed December 5, 2012, has PXP merging into an FCX subsidiary. It needs PXP stockholder approval and regulatory approvals, and is expected to close in the second quarter of 2013. PXP may owe FCX up to $69 million of expenses and/or a $207 million termination fee if the deal ends in certain circumstances, and it agreed not to solicit competing offers. PXP also agreed to vote its McMoRan shares for FCX's separate McMoRan merger. Four top executives signed letter agreements: Flores would become FCX Vice-Chairman and CEO of its oil and gas business, and Bourgeois, Talbert and Wombwell would become FCX oil and gas executive vice presidents.
5 Dec 2012business combination▲ GoodMajor
On December 5, 2012 PXP and Freeport-McMoRan Copper & Gold (FCX) announced a deal for FCX to acquire PXP for about $6.9 billion in cash and stock. Each PXP share can be exchanged for 0.6531 FCX shares plus $25.00 in cash, worth $50.00 per share at FCX's December 4, 2012 close; holders may elect cash or stock, subject to proration. This comes days after PXP closed its large BP/Shell Gulf of Mexico purchases, and FCX is also buying McMoRan, in which PXP holds shares.
30 Nov 2012asset acquisition disposition● NeutralMajor
On November 30, 2012 PXP closed the Gulf of Mexico acquisitions from BP and Shell announced in September, paying about $5.36 billion to BP (after a roughly $191.0 million price reduction) and $532.1 million to Shell (after a roughly $27.9 million reduction). The deals were funded with borrowings under a new credit agreement and the October 2012 note proceeds. The new Amended and Restated Credit Agreement has a $5.175 billion initial borrowing base, a $3.0 billion revolver, a $750 million 5-year term loan and a $1.25 billion 7-year term loan, with debt to EBITDAX capped at 4.5 to 1. This resolves the pending acquisitions and replaces the older credit facility.
26 Oct 2012debt financing● NeutralMajor
On October 26, 2012 PXP completed a $3.0 billion senior note offering: $1.5 billion of 6 1/2% notes due 2020 and $1.5 billion of 6 7/8% notes due 2023, netting about $2.95 billion. The proceeds are to fund part of the BP and Shell Gulf of Mexico acquisitions announced in September, with some used meanwhile to repay revolver borrowings. Lenders consented to the notes' special redemption terms, allowed pro forma adjustments for the BP deal in the debt covenant until March 15, 2013, and left the $2.3 billion borrowing base unchanged. This continues financing the acquisitions.
10 Sept 2012material agreement● NeutralMajor
On September 4 and 7, 2012 PXP agreed to buy Gulf of Mexico interests from BP for $5.55 billion and from Shell (Holstein Field) for $560 million, both in cash. PXP put down a $555 million deposit with BP and expects both deals to close November 30, 2012, subject to antitrust clearance. A bank commitment letter backs up to $5.0 billion of secured revolving and term loans plus up to $2.0 billion of unsecured bridge loans. The filing also gives 2013-2014 guidance, including 48-51 million BOE of sales volumes in 2013. This returns PXP to Gulf of Mexico assets, with a far larger commitment than the shallow-water properties it sold to McMoRan in 2010, and adds substantial debt.
27 Apr 2012debt financing● Neutral
On April 27, 2012 PXP completed a $750 million offering of 6 1/8% Senior Notes due 2019, with net proceeds of about $737.5 million. The money is to repay revolver borrowings and for general purposes, including redeeming the $76.9 million of 7% 2017 Notes still outstanding after the earlier tender offer. Those notes are called for redemption on May 29, 2012 at 103.5% of principal plus accrued interest. This continues the 2011 effort to refinance older notes with newer ones.
19 Dec 2011asset acquisition disposition● NeutralMajor
On December 15, 2011 PXP completed the sale of all its Texas Panhandle working interests to Linn Energy, one of the two asset sales agreed November 3, 2011 as part of the $785M package. PXP received about $555 million in cash at closing, expects about $74 million more from future closings, and used the proceeds, net of about $6.2 million of costs, mainly to repay its revolving credit facility. The filing says these properties produced about 84 MMcfe/d in Q3 2011 and had 263 Bcfe of proved reserves at end-2010. The South Texas conventional gas sale is not covered here.
9 Dec 2011debt financing▲ GoodMajor
On December 8, 2011 PXP signed Amendment No. 4 to its credit agreement, keeping the $1.8 billion borrowing base unchanged despite the planned sale of its Texas Panhandle working interests and South Texas conventional gas properties for $785 million cash (agreements signed November 3, 2011). The next scheduled redetermination is on or before May 1, 2012.
22 Nov 2011debt financing● NeutralMajor
PXP sold $1.0 billion of 6 3/4% Senior Notes due 2022 (completed November 21, 2011; net about $984 million) to repay revolver borrowings and for general purposes, including funding tender offers for its 2015 and 2017 notes. The filing also reports the EIG deal closed: the $450 million preferred offering closed November 17 and the deepwater assets were contributed to Plains Offshore Operations on November 18, leaving PXP with 80% and EIG 20% of the common equity. A new $300 million POOI credit agreement maturing November 18, 2016 is guaranteed by PXP, and the PXP credit facility was amended (Amendment No. 3) to allow this and raise the permitted note and equity repurchase limit from $1.0 billion to $1.6 billion.
2 Nov 2011capital raising announcement● NeutralMajor
On October 28, 2011 PXP agreed to put its Gulf of Mexico deepwater assets (including Lucius and Phobos) into a subsidiary, Plains Offshore Operations Inc., which would sell $450 million of 8% convertible preferred stock with warrants to EIG funds. PXP would keep 80% of the common equity and EIG 20%, with closing expected in Q4 2011. This is a financing and partial stake sale rather than the full sale of the deepwater assets that was being marketed since September 2010; the warrants cover up to 9,121,000 shares at $20.00.
5 May 2011debt financing▲ GoodMajor
On May 4, 2011 PXP signed Amendment No. 2 to its credit agreement (the facility that closed August 3, 2010), extending maturity from August 3, 2015 to May 4, 2016 and lowering borrowing rates. The same filing furnished first-quarter 2011 results: revenue $430.3 million, net income $71.0 million, with the borrowing base raised from $1.45 billion to $1.8 billion (commitments unchanged at $1.4 billion) and $125 million drawn at March 31. It also says PXP is still evaluating financing options for its deepwater business, so the year-end 2010 sale target was not met.
29 Mar 2011material agreement● NeutralMajor
PXP sold $600 million of 6 5/8% Senior Notes due 2021 (priced March 24, completed March 29, 2011), with net proceeds of about $590 million to reduce revolver borrowings and for general corporate purposes. This adds to the senior note issues of 2009 and 2010 and increases fixed-rate debt.
6 Jan 2011asset acquisition disposition▲ GoodMajor
PXP closed the sale of its Gulf of Mexico shallow-water properties (under 500 feet) to McMoRan on December 30, 2010, receiving about $86 million cash (including $11 million of working capital adjustments) and 51 million McMoRan shares. This completes the deal announced in September 2010; the shares were valued at about $665.9 million (after a discount for sale restrictions) and the cash was mainly used to repay revolver borrowings. PXP can name two McMoRan directors and has named James Flores and John Wombwell; it cannot transfer the shares for one year.
12 Oct 2010debt financing● Neutral
On October 8, 2010 PXP's lenders approved Consent and Amendment No. 1 to its credit agreement, allowing PXP to acquire and hold McMoRan stock and consenting to the McMoRan merger agreement. Other terms are substantially the same. The filing calls it an Amended and Restated Credit Agreement that closed August 3, 2010, which differs from the November 2007 facility in earlier records, so a new or refinanced facility is likely (inference), though its terms are not stated here.
20 Sept 2010material agreement● NeutralMajor
On September 19-20, 2010 PXP agreed to sell all its Gulf of Mexico leasehold in under 500 feet of water to McMoRan Exploration for $75 million cash plus 51 million McMoRan shares (the press release values the total at $818 million using the Sept 17 price of $14.57). The properties produce about 45 million cubic feet equivalent a day net to PXP, with proved reserves of about 63.9 billion cubic feet equivalent at June 30, 2010. Closing is expected by year-end 2010, needing McMoRan shareholder approval, McMoRan's $900 million financing and other conditions; PXP gets two McMoRan board seats and cannot transfer the shares for one year after closing. PXP also began marketing its Gulf of Mexico deepwater assets, with bids expected late October to mid-November and closing targeted by year-end 2010.
12 Apr 2010debt financing▲ Good
On April 12, 2010 PXP signed Amendment No. 5 to its credit agreement, raising the borrowing base from $1.13 billion to $1.3 billion and allowing larger investments in certain subsidiaries and joint ventures. The first scheduled redetermination is now May 1, 2011, replacing the May 1, 2010 date set in Amendment No. 4.
29 Mar 2010material agreement● Neutral
PXP sold $300 million of 7 5/8% Senior Notes due 2020 on March 29, 2010, with net proceeds of about $294 million to reduce borrowings under its revolving credit facility and for general corporate purposes. This is another note issue following those of 2009.
11 Sept 2009material agreement● NeutralMajor
PXP sold $400 million of 8 5/8% Senior Notes due 2019 on September 11, 2009, with net proceeds of about $386 million for general corporate purposes, including part of the $1.1 billion Haynesville carry payment to Chesapeake. This adds to its 2009 note and share sales and ties directly to the August Chesapeake amendment.
7 Aug 2009material agreement● NeutralMajor
PXP agreed on August 6, 2009 to sell 15,000,000 new shares (30-day option for 2,250,000 more) with net proceeds of about $345.3 million, closing around August 12; the filing does not state a use for the proceeds. Separately, on August 5 it amended its Chesapeake agreement to pay $1.1 billion early for the remaining Haynesville drilling carry, estimated at $1.25 billion (about 12% less), closing expected September 29, 2009. Chesapeake must drill at least 150 wells a year for three years from October 1, 2009, and PXP's option to skip the last $800 million in exchange for giving Chesapeake 50% of its Haynesville acreage is ended. This settles the open carry commitment of up to $1.65 billion and further dilutes existing holders (inference: the equity raise is likely tied to funding the payment, though the filing does not say so).
28 May 2009drilling progress report● Neutral
PXP filed investor slides for a June 2, 2009 London conference, updating its May 20 deck for Gulf of Mexico spud dates, removing the Ammazzo well because of temporary abandonment, and updating drilling progress on the Friesian well. The slides cite 122 million shares outstanding after the April offering of 13.8 million shares, $1.34 billion available under the revolver plus $500 million cash, a 2009 capital program of $1,050 million, and 80,900 BOE per day first-quarter production.
23 Apr 2009material agreement● NeutralMajor
On April 21, 2009 PXP agreed to sell 12,000,000 new common shares to underwriters Barclays and J.P. Morgan, with a 30-day option for up to 1,800,000 more, closing around April 27, 2009. Net proceeds are estimated at about $218.1 million without the option; the filing does not state a use. This adds shares for existing holders, so their ownership is diluted, and follows the 2009 note sales.
6 Apr 2009material agreement● Neutral
PXP sold a further $200 million of its 10% Senior Notes due 2016 on April 1, 2009, completed April 6, as additional notes of the March 6 series. Net proceeds of about $181 million are for general corporate purposes including future capital spending; unlike the March sale, the filing does not say they will repay the revolver.
13 Mar 2009debt financing● NeutralMajor
On March 13, 2009 PXP signed Amendment No. 4 to its credit agreement, cutting the borrowing base to $1.5 billion and immediately to $1.4 billion because of the $365 million 10% notes, and reducing lender commitments to $1.4 billion. The first scheduled redetermination is May 1, 2010. This is a sharp reduction from the $2.7 billion borrowing base and $2.3 billion commitments set after the OXY sale closed.
6 Mar 2009material agreement● NeutralMajor
PXP sold $365 million of 10% Senior Notes due 2016 on March 3, 2009, completed March 6, with net proceeds of about $330 million meant to repay revolver borrowings and for general corporate purposes including future capital spending. This adds fixed-rate debt and reduces revolver debt, as with the 2008 notes issue.
1 Dec 2008asset acquisition disposition● NeutralMajor
PXP closed the sale of its remaining 50% Permian and Piceance interests on December 1, 2008 for $1.25 billion, receiving about $1.24 billion in cash after adjustments, and OXY ended its right of first refusal on the Los Angeles Basin fields. This resolves the September agreement. The pro forma figures say proceeds, after $15.0 million of fees, about $190 million for estimated taxes and about $60 million kept for corporate purposes, were used to repay revolver borrowings. The credit commitments fall to $2.3 billion and the borrowing base to $2.7 billion as set out in October.
28 Oct 2008debt financing● Neutral
A letter agreement dated October 22, 2008 with JPMorgan will cut PXP's credit facility borrowing base from $3.1 billion to $2.7 billion when the $1.25 billion OXY sale closes, which PXP expects on December 1, 2008. On receiving the sale money, PXP will also voluntarily cut lender commitments from $2.7 billion to $2.3 billion. Other terms are unchanged. This follows the July 2008 increases made for the Haynesville purchase.