Each one in plain English, with the numbers worked through for a shareholder.
4 Jan 2005material agreement● Neutral
The board set up an arrangement, effective December 31, 2004, letting non-employee directors defer their restricted stock awards and receive restricted stock units instead, paid out in PXP shares when they leave the board. The filing gives no dollar amounts; it is a director pay-mechanics change.
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).
PLAINS EXPLORATION & PRODUCTION CO SVP - Accounting & Controller Cynthia A Feeback exercised stock options for 10,000 shares and disposed of 20,000 shares.
PXP filed to swap $250 million of 7 1/8% senior notes due 2014, sold privately on June 30, 2004, for freely tradable notes with substantially identical terms. PXP receives no proceeds, and Nuevo-related subsidiaries and Plains E&P Company are listed as guarantors. This is a routine follow-up to the June 2004 note sale; the part of the filing shown does not say how the proceeds were used.
14 June 2004asset acquisition disposition● NeutralMajor
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).
28 May 2004asset acquisition disposition● NeutralMajor
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.
PXP amended the Nuevo merger registration statement. It sets both shareholder meetings for May 14, 2004 (record date April 12) and updates the deal value to about $1.0 billion at PXP's $18.64 close on March 31. The exchange ratio (1.765) and the 48%/52% ownership split are unchanged, and registered shares rise slightly to 42,344,572.
ENCAP INVESTMENTS L.L.C, ENCAP INVESTMENTS L.P, ENCAP INVESTMENTS GP, L.L.C, RNBD GP LLC, DAVID B. MILLER, GARY R. PETERSEN, D. MARTIN PHILLIPS, ROBERT L. ZORICH reported a PLAINS EXPLORATION & PRODUCTION CO shareholding of 2,371,868 shares (5.90% of votes) in a periodic institutional filing.
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.