PLAINS EXPLORATION & PRODUCTION CO

PLAINS EXPLORATION & PRODUCTION CO terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

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.

business combination

PLAINS EXPLORATION & PRODUCTION CO's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

business combination

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.

business combination

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.

business combination

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.

asset acquisition disposition

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.

debt financing

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.

material agreement

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.

asset acquisition disposition

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.

debt financing

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.

debt financing

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.

capital raising announcement

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.

debt financing

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.

material agreement

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.

asset acquisition disposition

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.

material agreement

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.

material agreement

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).

material agreement

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.

material agreement

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.

debt financing

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.

material agreement

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.

asset acquisition disposition

On September 24, 2008 PXP agreed to sell OXY its remaining 50% working interests in the Permian and Piceance Basins for $1.25 billion cash, effective December 1, 2008, subject to closing conditions including antitrust clearance. OXY also agrees to end its right of first refusal on the Los Angeles Basin fields (Packard, San Vicente, Inglewood, Las Cienegas, Montebello). This is the second half of the 50% sale to OXY that closed in February 2008. The press release states the sale will cut corporate debt by at least $1 billion and that the properties produced about 13,000 BOE per day net to PXP with about 92 million BOE of proved reserves at December 31, 2007.

material agreement

PXP closed the Haynesville deal with Chesapeake on July 7, 2008, paying $1.375 billion of the $1.65 billion price from its credit facility. The remainder is due by October 30, 2008, subject to adjustments. The Participation Agreement is now signed, committing PXP to fund 50% of Chesapeake's drilling and completion costs on future wells, up to another $1.65 billion, with an option on 20% of additional leasehold in a defined area. This resolves the acquisition itself, while the drilling funding and remaining payment stay open. The filing also includes an updated and corrected investor presentation.

asset acquisition disposition

PXP agreed on July 1, 2008 to buy a 20% interest in Chesapeake's Haynesville Shale leasehold (about 110,000 net acres, no material proved reserves) for about $1.65 billion cash, to close July 7 and be funded by its credit facility. It also agreed to fund 50% of Chesapeake's drilling and completion costs on future wells over several years, up to another $1.65 billion. To help pay, PXP will exercise the $400 million accordion, taking commitments from $1.9 billion to $2.3 billion. This is a major new gas-shale commitment, partly using the cash raised from the earlier sales.

debt financing

PXP sold $400 million of 7 5/8% Senior Notes due 2018, completed May 23, 2008, with net proceeds of about $394.2 million used to repay revolver borrowings. The filing says those borrowings had been used to settle derivative positions, buy properties and for other purposes including the stock repurchase program. This adds fixed-rate debt and reduces revolver debt.

material agreement

PXP closed the South Texas purchase from Samson Lone Star and PYR Energy on April 17, 2008, covering 28,024 net acres. It paid $288 million in cash after third-party preferential rights and closing adjustments, below the $335 million announced on March 3 for 34,509 net acres. It was funded mainly with proceeds from the recent divestments through a like-kind exchange. Historical and pro forma financials, if required, will follow by amendment.

asset acquisition disposition

PXP closed the OXY sale on February 29, 2008, selling 50% of its Permian Basin and 50% of its Piceance Basin working interests and receiving about $1.53 billion in cash after adjustments (versus $1.55 billion in the December agreement). PXP keeps the other 50% of each and stays operator in the Piceance; OXY operates the Permian assets. The pro forma figures say the 2008 sales (OXY and XTO) raised $1.71 billion net of $21 million of fees, with $300 million put in escrow for a possible tax-deferred exchange and the rest used to repay the revolver. The same filing announces an agreement to buy South Texas producing properties (34,509 net acres) from a private company for $335 million, mostly funded by sale proceeds via a like-kind exchange, and raises 2008 sales volume guidance to 92,000-96,000 BOE per day. This resolves the OXY sale thread; the credit commitments and borrowing base now step down to $1.9 billion and $2.5 billion, which also opens the $1.0 billion buyback.

asset acquisition disposition

PXP closed the XTO sale of its San Juan Basin and Barnett Shale interests on February 15, 2008 for about $200 million cash, compared with $180 million in the December agreement. It will buy XTO's 50% interest in the Big Mac prospect for $20 million to hold 100%, expected to close before the end of Q1 2008. The credit facility was amended on February 13: once the XTO and OXY sales close, commitments fall by $1.0 billion to $1.9 billion and the borrowing base falls by $400 million to $2.5 billion, and PXP may buy back up to $1.0 billion of its stock. The OXY sale is not reported as closed. The board's compensation committee also raised base salaries (Flores to $1,200,000; Bourgeois, Talbert and Wombwell to $650,000, from March 1, 2008) and set 2007 bonuses equal to those amounts.

asset acquisition disposition

On December 14, 2007 (announced December 17) PXP signed two sale agreements. One is with a subsidiary of Occidental Petroleum (OXY) to sell 50% of its Permian Basin and 50% of its Piceance Basin working interests for $1.55 billion cash; OXY will operate the Permian assets and PXP will stay operator in the Piceance. The other is with XTO Energy to sell its San Juan Basin (New Mexico) and Barnett Shale (Texas) interests for $180 million cash plus XTO's 50% working interest in the Big Mac prospect. PXP also granted OXY a right of first refusal on certain Los Angeles Basin fields. The press release, per the filing, announces $1.75 billion of divestitures, a $1.0 billion share repurchase authorization, a 2008 capital budget and 2008 guidance, but the figures are not in the excerpt. Both sales are subject to closing conditions. The Piceance stake is part of the Laramie purchase in May 2007.

material agreement

Pogo's subsidiary, now owned by PXP, closed its tender offers and consent solicitations for its three series of senior subordinated notes (7.875% due 2013, 6.625% due 2015, 6.875% due 2017). It paid about $1,291.2 million to noteholders plus about $10.4 million of accrued interest, and amended each indenture to remove many of its protective covenants. After the final 6.625% notes were tendered, the 6.625% indenture no longer applies to Pogo. This is a follow-on to the Pogo acquisition, handling the debt Pogo brought with it, similar to the November 2006 tender of PXP's own 8.75% notes.

security holder rights change

PXP completed the Pogo acquisition on November 6, 2007, after both companies' shareholders approved it at meetings that day. The price was about $3.4 billion: $1,461,540,030.26 in cash (funded by bank borrowings) and 40,063,702 PXP shares, which is lower than the roughly $3.6 billion first announced. PXP also replaced its credit facility with one of $2.9 billion commitments (expandable to $3.3 billion) and a $2.9 billion borrowing base, falling to $2.6 billion on the earliest of the first anniversary of the Pogo closing, a new permitted senior note issue, or certain asset sales plus equity issuance totalling $300 million or more. The facility matures November 6, 2012. The board grew from 7 to 9 with two former Pogo directors, Thomas A. Fry III and Charles G. Groat. The press release says total shares outstanding are about 113 million, and the authorized-share increase was approved. This resolves the Pogo merger thread.

asset acquisition disposition

PXP agreed on July 17, 2007 to acquire Pogo Producing in a deal valued at about $3.6 billion: each Pogo share gets 0.68201 PXP shares plus $24.88 cash (about 40 million PXP shares and $1.5 billion cash in total). PXP holders are expected to own about 66% of the combined company. It needs approval from both companies' shareholders, is expected to close in Q4 2007, and PXP also said it hired Lehman Brothers to evaluate a possible MLP filing. This is a large new deal after the Laramie purchase, and the earlier Stone Energy deal is not mentioned.

material agreement

PXP sold $600 million of 7 3/4% Senior Notes due 2015, completed June 19, 2007, with net proceeds of about $593 million to repay revolver borrowings used for the Laramie purchase and general purposes. This swaps bank debt for longer-term fixed-rate debt, following the March 2007 $500 million notes.

material agreement

PXP closed the Laramie Energy Piceance Basin (Colorado) purchase on May 31, 2007, paying $900 million cash, issuing 1 million shares and paying about $58 million of closing adjustments, funded mainly by bank borrowings. The same day it restated its credit facility, raising commitments to $1.3 billion (expandable to $1.55 billion) with a $1.3 billion borrowing base that drops to $1.15 billion on the first anniversary of the Laramie closing or when PXP issues additional permitted senior notes, whichever is earlier. This completes the pending deal from the prior context. The press release says Piceance output is about 36 MMcf/d, scheduled to rise above 70 MMcf/d in Q4.

asset acquisition disposition

PXP agreed on April 18, 2007 to buy Laramie Energy's Piceance Basin (Colorado) gas properties and a 25% interest in the Collbran Valley Gathering System for $900 million cash plus one million PXP shares (about $946 million total), with closing expected in late May 2007. Separately, on April 23 it replaced its credit facility with a new $1.0 billion revolver (expandable to $1.15 billion) maturing April 23, 2012. This is a new Rocky Mountain asset, following the Gulf Coast and California sales and in place of the Stone Energy deal, which this filing does not mention. The CFO in the presentation is now Winston M. Talbert.

debt financing

PXP sold $500 million of 7% senior notes due March 15, 2017 to the public at par, closing March 13, 2007, with net proceeds of about $492 million. The money is to repay revolving credit borrowings (which funded, among other things, its stock repurchases) and for general corporate purposes. This is new long-term debt replacing bank borrowings.

material agreement

Original report of the same events: the Statoil sale of Big Foot, Caesar and Big Foot North closed Nov 1, 2006 for about $706 million cash (the agreed $700M, now with adjustments). PXP redeemed its $250M 7.125% senior notes on Nov 3 (about $269M plus $6.8M interest), and the 8.75% subordinated notes tender drew about 99.95% of the notes, with the covenant-removing supplemental indenture becoming operative Nov 3. The pro forma exhibit also mentions that the 2007-2008 oil collars were settled by payments on Oct 31 and Nov 2, 2006, and that the credit facilities were paid down on Sept 29, 2006 (the text is cut off after that).

asset acquisition disposition

This amendment to the November 2006 report re-files the same news with revised pro forma financial information (Exhibit 99.2). The news: PXP sold its Big Foot, Caesar and Big Foot North deepwater interests to a Statoil subsidiary on Nov 1, 2006 for about $706 million cash, resolving the September agreement. On Nov 3 it redeemed its $250M 7.125% senior notes (about $269M plus $6.8M accrued interest), and about $274.9M (99.95%) of the 8.75% subordinated notes were tendered (about $292M plus $8.2M interest), so the stripped-down covenants took effect. The pro forma figures were truncated, so their changes are not shown.

asset acquisition disposition

The $865 million sale of non-strategic onshore California and West Texas properties to Occidental closed on September 29, 2006, resolving the August agreement. PXP also amended its credit agreement (second amendment, Sept 28) to permit redeeming its 7.125% senior notes and tendering for its 8.75% subordinated notes, and cut its borrowing base from $1.2 billion to $1.0 billion until the next redetermination on November 1, 2006 (commitments stay at $750 million). It called the $250 million senior notes for redemption on November 3, 2006 at roughly $270 million (about $20 million premium, based on the Sept 29 treasury rate) and launched a tender offer and consent solicitation for the $275 million subordinated notes. Fourth-quarter guidance shows production of 54-60 MBOE/d, and 2006 capital spending was raised from $526 million to $610 million, mainly for deepwater Gulf of Mexico. The filing does not mention the Stone merger.

asset acquisition disposition

On September 15, 2006 PXP agreed to sell its working interests in the Bigfoot and Caesar deepwater Gulf of Mexico discoveries and the Bigfoot North prospect (four blocks) to Statoil Gulf of Mexico LLC for $700 million in cash, with closing expected in early November 2006. PXP also gave Statoil a right of first negotiation on certain other deepwater leases. The press release says proceeds will complete the remaining $400 million of the authorized stock purchase program and go to debt reduction, and that PXP keeps 15 deepwater prospects, including Norman and Friesian which are currently drilling. The sale is subject to post-closing adjustments and preferential rights.

material agreement

PXP signed a deal on August 6, 2006 to sell its non-strategic oil and gas properties, mainly in California and Texas, to Occidental Petroleum subsidiaries for $865 million in cash, effective October 1, 2006. The press release lists the Asphalto, Buena Vista and Mt. Poso fields in the San Joaquin Valley, Sansinena in the LA Basin, Pakenham in West Texas and minor properties, producing about 7,200 BOE/d with about 45 million equivalent barrels of proved reserves at Dec 31, 2005. Closing is expected on or before September 30, 2006 and depends on conditions including antitrust clearance and lien releases. Management says it intends to use the proceeds for debt reduction and continued share repurchases. The filing does not mention the pending Stone Energy merger.

material agreement

PXP filed the registration statement (Form S-4) for up to 34,514,861 new shares to be issued to Stone holders in the merger, continuing the April 2006 deal. The draft says the deal is now estimated at $1.8 billion including $563 million of assumed debt, at a PXP price of $34.47 on May 16, 2006. PXP holders would vote on the share issuance, on raising authorized shares from 150 million to 200 million, and on raising the 2004 Stock Incentive Plan from 5 million to 12 million shares. The meeting dates are blank and the document is not yet effective.

business combination

PXP signed a deal on April 23, 2006 to buy Stone Energy in an all-stock merger valued at about $1.46 billion: Stone holders get 1.25 PXP shares per Stone share (about 34.5 million new PXP shares) and PXP assumes $483 million of net debt. Closing is expected in Q3 2006 and needs approval from both companies' stockholders; after closing PXP holders would own about 70% of the combined company. PXP also said it arranged to eliminate its 2007 and 2008 oil collars at a pre-tax cost of about $600 million, assuming payment in Q2 2006, continuing the 2005 hedge removal. It also bought $55 puts for 2008 on 32,000 barrels per day.

material agreement

The $350 million sale of about 275 net active wells to XTO Energy closed May 31, 2005, with PXP receiving $335.5 million in net proceeds after sale costs and closing adjustments. This resolves the XTO sale thread. Separately, PXP paid about $293 million on May 31, 2005 to eliminate all its existing oil price swaps and collars ($147 million for swaps, $146 million for collars). Pro forma results in the filing show the sale reducing March 2005 quarter revenue by $20.0 million; the filing does not say how the proceeds will be used.

asset acquisition disposition

On May 16, 2005 PXP amended and restated its credit agreement with JPMorgan Chase Bank as agent, raising its revolving credit facility from $500 million to $750 million with a $750 million borrowing base and extending maturity to May 16, 2010. Borrowings are secured by pledged subsidiary shares and mortgages on at least 80% of the present value of domestic oil and gas properties. The filing says PXP was in compliance with covenants at March 31, 2005 and could have borrowed the full amount then available.

debt financing

This amendment files pro forma 2004 results for the Nuevo merger and shows what happened after closing: Nuevo's $150 million 9 3/8% notes were repurchased June 29, 2004 (tender cost $169.1 million), its $115 million TECONs redeemed for $117.0 million, and the Congo operations sale closed July 30, 2004. This resolves the Congo sale thread and the earlier assumed-debt items. Pro forma income from continuing operations was $1.1 million after $22.7 million of debt-extinguishment losses.

asset acquisition disposition

PXP agreed on April 1, 2005 to sell 275 net active wells to XTO Energy, Inc. for $350 million. The properties had about 27 million barrels of equivalent proved reserves at year-end 2004 (81% developed) and produce about 5,800 barrels per day; closing is expected in the second quarter, subject to customary conditions. Updated guidance puts 2005 production at 68,000-72,000 BOE per day and 2006 at 76,000-80,000, reflecting this sale and the Bentley-Simonson purchase. The filing does not say how proceeds will be used.

material agreement

PXP agreed (effective March 14, 2005) to buy oil and gas properties from Bentley-Simonson, Inc. for $119 million in cash, mainly in the onshore Los Angeles Basin with some in adjacent Ventura County. The same filing gives 2005 guidance: production of 72,000-80,000 BOE per day for the year, with operational capital spending of about $350 million (excluding acquisitions) and basic shares of 77,000 thousand. Closing is not yet confirmed.

material agreement

PXP signed an agreement to sell 11 offshore California platforms and three related onshore facilities to Dos Cuadras Offshore Resources, LLC for $112.5 million, and said it is also selling essentially all its South Texas and New Mexico assets for about $40 million. Both sets of sales are expected to close by the end of 2004; the California sale needs regulatory approvals. This follows through on the earlier thread of possible non-core asset sales. PXP says the properties are about 11% of production but about 20% of cash production expenses, and it expects the sales to cut unit operating costs by about $0.85 per barrel (company expectation).

material agreement

PXP filed the pro forma combined financials for the Nuevo merger. It assumed $256 million of net debt and $115 million of TECONs (the convertible securities), versus $234 million of net debt estimated at signing. Pro forma March 31, 2004 total assets were about $2.8 billion, with long-term debt of about $840 million. The filing also notes Nuevo's April 8, 2004 agreement to sell its Congo operations, and that PXP expects about $20 million of annual cost savings from the merger (a company expectation, not in the pro forma figures).

asset acquisition disposition

PXP completed its acquisition of Nuevo Energy on May 14, 2004, resolving the pending deal announced in February. About 36.5 million new PXP shares were issued, giving Nuevo holders about 48% of the company, and PXP had 77.0 million shares outstanding after closing. Nuevo had 208 MMBOE of proved reserves at year-end 2003, mostly California and West Texas. Financial statements and pro forma figures were still to come.

asset acquisition disposition

PXP filed the registration statement and joint proxy for the Nuevo merger. Nuevo holders get 1.765 PXP shares per share, valued at about $995 million at PXP's $17.26 close on March 9, 2004. Nuevo holders would own about 48% and PXP holders about 52% of the combined company. Registers up to 42,261,109 PXP shares. PXP holders must also vote on raising authorized shares from 100 million to 150 million, a 2004 Stock Incentive Plan, five directors and the auditor.

business combination

PXP announced a definitive agreement on February 12, 2004 to buy Nuevo Energy Company in an all-stock deal valued at about $945 million (based on the Feb 11 close). Nuevo holders would get 1.765 PXP shares per share (up to 37.4 million new PXP shares), and PXP would assume $234 million of net debt and $115 million of convertible preferred securities, with closing expected in the second quarter of 2004. The same filing gives 2004 guidance excluding Nuevo: production of 13,400-14,500 MBOE, capital spending of $163-177 million and about 40.2 million basic shares, and says PXP may sell Illinois assets effective February 1, 2004 and other non-core assets. This is a second large acquisition following the 3TEC deal, and it would substantially increase the share count.

business combination

PXP completed its acquisition of 3TEC on June 4, 2003, so the pending merger is done and 3TEC is now a PXP subsidiary. Each 3TEC share became 0.85 of a PXP share plus $8.50 cash; PXP paid about $152.4 million in cash to common holders, issued 16.1 million shares (40.3 million outstanding after closing), and paid another $113.1 million to retire 3TEC debt, warrants and preferred stock. It was funded by a $75 million add-on of 8.75% senior subordinated notes due 2012 (issued May 30, 2003) and borrowings on the $500.0 million JPMorgan credit facility ($240 million drawn at closing, borrowing base $402.5 million). The deal adds 3TEC's East Texas and Gulf Coast gas-weighted properties (49 MMBOE proved reserves at end of 2002).

asset acquisition disposition

Plains Exploration & Production (PXP) agreed on February 2, 2003 to acquire 3TEC Energy Corporation in a deal valued at about $432 million. 3TEC holders would get $8.50 in cash and 0.85 PXP shares per 3TEC share (adjusted if PXP's price falls below $7.65 or rises above $12.35), with the cash to be funded through a new credit facility. After closing, 3TEC holders would own about 40% of the combined company and PXP holders about 60% (subject to the price adjustments), and the deal still needs approval from both companies' stockholders.

business combination