Each one in plain English, with the numbers worked through for a shareholder.
27 Sept 2007business combination● Neutral
PXP filed Amendment No. 2 to the Pogo merger registration statement. The terms are unchanged: each Pogo share gets 0.68201 PXP shares plus $24.88 cash, with PXP and Pogo holders expected to own 66% and 34% of the combined company. The record date remains September 25, 2007 and the meeting dates and places are still blank, so both votes are still pending, including the vote to raise authorized PXP shares from 150 million to 250 million.
PXP filed Amendment No. 1 to the Pogo merger registration statement; the excerpt shows the same terms as before. It sets a record date of September 25, 2007 for voting at both companies' special meetings, though meeting dates are still blank. No new deal terms are visible in the text provided.
PXP filed the registration statement and joint proxy for the Pogo merger, registering up to 40,944,754 PXP shares. It also asks PXP holders to vote to raise authorized common shares from 150 million to 250 million if the merger occurs. The meeting dates were left blank, so shareholder votes are still pending. This advances the Pogo deal and revises the earlier proposed 200 million authorized share figure.
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.
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.
1 June 2007asset acquisition disposition▲ GoodMajor
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.
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.
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.