1 June 2011listing compliance notice● NeutralMajor
PRIDE INTERNATIONAL INC's exchange filed to remove a class of its securities from listing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
1 June 2011listing compliance notice● NeutralMajor
PRIDE INTERNATIONAL INC's exchange filed to remove a class of its securities from listing.
31 May 2011business combination● NeutralMajor
The Ensco merger closed on May 31, 2011, after Pride stockholders voted 139,142,195 for and 102,247 against (115,657 abstaining). Pride is now an indirect wholly owned Ensco subsidiary, and holders receive $15.60 cash plus 0.4778 Ensco ADSs per share (cash-only for those who fail UK certification, and dissenting holders are excluded). The filing values the consideration at about $7.5 billion (about $2.8 billion cash, about $4.7 billion in about 86 million ADSs), with former Pride holders owning about 38% of the combined company. Pride repaid and terminated its revolving credit agreement, and Ensco guaranteed the 2019, 2020 and 2040 notes through a supplemental indenture. The NYSE was notified for delisting and Pride will file Form 15 to deregister its stock and notes. Ensco officers became Pride's directors and officers.
31 May 2011listing compliance notice▼ BadMajor
PRIDE INTERNATIONAL INC terminated the registration of a class of securities, ending its reporting obligation for them.
24 May 2011material agreement● Neutral
Pride signed Amendment No. 2 to the Ensco merger agreement on May 23, 2011, making effective the changes previewed on May 20. The termination fee payable by Pride falls from $260 million to $195 million, the tail period shortens from 12 to nine months, and the 'force the vote' provision is eliminated. The consideration paid to shareholders is not changed.
20 May 2011material agreement● NeutralMajor
To settle stockholder class action lawsuits over the Ensco merger in the Delaware Court of Chancery, Pride signed a memorandum of understanding on May 19, 2011. It provides for Amendment No. 2 to the merger agreement, which would cut Pride's termination fee from $260 million to $195 million and shorten the tail period from 12 to nine months. It would also remove the requirement that Pride put the merger to a stockholder vote after an adverse recommendation change. The settlement still needs Ensco board approval and court approval. Pride also stated that no third party had approached it with a competing proposal since the February 7 announcement. The headline deal terms are unchanged.
17 May 2011business combination● Neutral
Pride filed extra disclosure supplementing the merger proxy statement. It adds detail on Goldman Sachs's fairness analyses, including a transaction fee currently estimated at about $42 million (of which $5 million was payable on signing and the rest depends on the merger closing), and on Pride's own forecasts (2011 EBITDA of $875 million). It also gives average remaining rig lives by class. It changes no deal terms.
26 Apr 2011business combination● NeutralMajor
Pride filed its definitive joint proxy statement with Ensco for the pending merger: each Pride share gets $15.60 cash plus 0.4778 Ensco ADSs (fixed ratio), worth about $43.44 per share at April 21, 2011 prices versus about $41.60 at announcement. Both companies hold shareholder meetings on May 31, 2011; Pride needs a majority of its outstanding shares to adopt the deal. Pride holders would own about 38% of Ensco ADSs afterward, and the deal is taxable for U.S. federal income tax purposes. This continues the Ensco merger thread and includes the March 1 amendment's cash-only treatment for holders who fail the UK-resident certification. Equity treatment is still pending the vote and closing.
4 Mar 2011business combination● Neutral
On Mar 1, 2011 Pride and Ensco amended their merger agreement to change certification and settlement procedures. Pride holders who fail to certify in time that they are not UK residents, or are qualified investors, will get cash only: $15.60 plus the net sale proceeds of 0.4778 Ensco ADSs. The headline terms are unchanged, and the deal remains pending.
7 Feb 2011business combination▲ GoodMajor
On Feb 6, 2011 Pride agreed to be acquired by Ensco plc: each Pride share converts into $15.60 cash plus 0.4778 Ensco ADSs, and Pride becomes an indirect wholly owned Ensco subsidiary. Closing needs approval from both companies' shareholders, antitrust clearance, SEC effectiveness of registration statements and NYSE listing of the ADSs; a $50 million or $260 million break fee applies under specified circumstances, and Ensco will appoint two Pride directors to its board. Pride's rights plan was amended so the deal does not trigger it. Equity treatment is pending, as the deal has not closed.
6 Aug 2010material agreement● NeutralMajor
On Aug 3, 2010 Pride agreed to sell $900 million of 6 7/8% Senior Notes due 2020 and $300 million of 7 7/8% Senior Notes due 2040 through underwriters led by Goldman Sachs, Citigroup, Wells Fargo, Natixis and Banc of America, with closing expected Aug 6, 2010. The filing does not state what the proceeds will be used for.
3 Aug 2010material agreement▲ GoodMajor
On July 30, 2010 Pride amended and restated its revolving credit agreement with Citibank and other banks, raising availability from $320 million to $720 million and extending maturity from December 2011 to July 2013. It replaces the Dec 2008 revolver and has an accordion up to $750 million. The filing does not state how much is drawn.
16 June 2010drilling progress report▼ BadMajor
Pride disclosed that the US government's six-month moratorium on new deepwater drilling in the Gulf of Mexico (after the Deepwater Horizon spill) could delay its new drillships' BP contracts. The Deep Ocean Ascension (delivered Feb 28, 2010) and Deep Ocean Clarion (expected Aug 2010) each have five-year BP E&P contracts, and Pride has no other rigs in the US Gulf. BP could operate elsewhere, pay a standby rate close to the operating rate, or terminate with a make-whole payment, but Pride says it cannot predict BP's actions and the contracts lack a parent guarantee. A new risk thread for the company.
28 Jan 2010farm in farm out agreement● Neutral
Pride filed revised forms of employee stock option and restricted stock unit agreements under its 2007 incentive plan, effective for grants after Dec 31, 2009, plus new forms for performance-based units. Changes add a performance vesting condition and a five-year employment condition for retirement treatment. This is routine compensation paperwork with no financial figures.
28 Aug 2009asset acquisition disposition● NeutralMajor
Pride completed the Seahawk spin-off on Aug 24, 2009, resolving the plan announced Aug 4. Shareholders received about 11.6 million Seahawk shares (one per 15 Pride shares), Seahawk now trades as HAWK on NASDAQ, and Pride put in about $47.3 million cash. Pro forma financials are attached; the filing gives no figures for their effect.
7 Aug 2009material agreement● NeutralMajor
On Aug 4, 2009 Pride's board approved spinning off its wholly owned subsidiary Seahawk Drilling, which will hold the mat-supported jackup rig business, to shareholders. Holders of record on Aug 14, 2009 get one Seahawk share per 15 Pride shares, with distribution expected Aug 24, 2009; Pride will pay Seahawk about $47.3 million in cash to bring Seahawk's working capital to $85 million. A Master Separation Agreement and Tax Sharing Agreement were signed, and the spin-off depends on conditions including a tax opinion and Seahawk's Form 10 becoming effective.
2 June 2009debt financing▼ BadMajor
On May 28, 2009, Pride agreed to sell $500 million of 8 1/2% Senior Notes due 2019 through underwriters led by Goldman Sachs, Citigroup, Banc of America and Wachovia, with closing expected June 2, 2009. The filing also discloses that the Pride Venezuela semisubmersible had hull corrosion needing dry-dock repairs and its contract was ended by mutual agreement in May 2009, removing about $130 million of backlog. It updates the long-running internal investigation into possible improper payments to foreign officials, where payments in Venezuela, Mexico and several other countries may have violated U.S. law and Pride has started settlement talks with the DOJ and SEC that could involve a significant payment, with nothing accrued so far.
31 Dec 2008farm in farm out agreement● Neutral
In December 2008, board committees approved revised forms of award agreements for director restricted stock units (2004 plan) and for options and restricted stock units (2007 long-term incentive plan). The directors' form addresses tax-code Section 409A and dividend equivalents. This is a routine paperwork filing, with no new grants or amounts stated.
15 Dec 2008material agreement termination▲ GoodMajor
On Dec 9, 2008, Pride signed a new unsecured revolving credit agreement of up to $300 million (expandable to $600 million) with Citibank as agent, maturing December 2011, with nothing drawn. It ended the secured credit agreement dated July 7, 2004 with no termination penalties, so the 2004 secured facility is replaced by an unsecured one.
30 May 2008capital raising announcement● Neutral
This amendment updates the May 20 report with final results of the redemption of the 3 1/4% Convertible Senior Notes due 2033. Holders converted $299.7 million of notes and $254,000 was redeemed for cash, so none remain outstanding. Pride paid about $300.0 million in cash and issued about 5.0 million shares (4,987,332 per the table), so the convertible debt is gone with modest dilution.
20 May 2008capital raising announcement● Neutral
After Pride called its 3 1/4% Convertible Senior Notes due 2033 for redemption on May 16, 2008, holders converted notes into stock and the rest were redeemed, leaving none outstanding. This filing reports conversions to May 7 (about $165.3 million of principal, paid in cash plus a small number of shares); a later amendment gives the final totals.
7 Sept 2007asset acquisition disposition● NeutralMajor
On Aug 31, 2007, Pride completed the sale of its Latin America Land and E&P Services businesses to GP Investments for $1.0 billion in cash, as agreed on Aug 9. The price is still subject to a working capital adjustment at closing; pro forma financials are attached but their figures are not shown here.
15 Aug 2007material agreement● NeutralMajor
On Aug 9, 2007, Pride agreed to sell the subsidiaries that run its Latin America Land and E&P Services segments to GP Investments Ltd., a Brazil-based private equity firm, for $1.0 billion in cash, subject to a working capital adjustment. Closing is not subject to financing or regulatory filings, Pride agreed not to compete in Mexico, Central America and South America for three years, and either side can terminate after Oct 9, 2007 if it has not closed.
29 Dec 2006farm in farm out agreement● Neutral
In December 2006 the compensation committee revised the standard award agreements under the 1998 incentive plan, for grants after Dec 31, 2006. Options now vest early on death, disability or retirement, and the share-withholding rules for taxes on restricted stock are more flexible. This is a routine paperwork change to equity pay forms; no new grants or amounts are stated.
15 Nov 2006asset acquisition disposition● NeutralMajor
On Nov 8, 2006, Pride bought Synergy Group's 70% stake in the joint venture that owns the semisubmersible rigs Pride Rio de Janeiro and Pride Portland, taking its ownership from 30% to 100%. It paid $215 million in cash plus possible earn-out payments tied to future dayrates, funded from cash on hand and its senior secured revolver. The venture will now be consolidated, adding about $283 million of U.S. Maritime Administration-guaranteed debt maturing in 2016, and Pride paid a further $15 million to cancel future obligations under agency relationships on five Brazil rigs.
14 Sept 2006drilling progress report● Neutral
On Sept 14, 2006, Pride posted a corrected version of CEO Louis Raspino's Sept 6 Lehman Brothers conference slides. The fix is to the leading-edge dayrate for the Pride South America, a workover/intervention semisubmersible, and the source is now cited as ODS-Petrodata. The filing does not give the corrected figure.
7 July 2006material agreement● Neutral
Effective July 1, 2006, Pride raised base salaries and 2006 target bonuses for certain officers. The amounts are in an exhibit not shown here.
15 Mar 2006material agreement● Neutral
On March 9, 2006, the compensation committee set 2005 bonuses: Raspino (President and CEO) $925,000, Blocker $400,000, Looser $260,349, Casswell $209,406 and Robert $197,121.
15 Feb 2006material agreement● Neutral
On Feb 9, 2006, Pride designated its executive officers and granted them options and restricted stock under the 1998 plan. Examples: CEO Louis Raspino got 152,789 options and 81,890 restricted shares; CFO Brian Voegele got 3,952 restricted shares and no options. Options have a $33.62 exercise price and vest in four annual installments from Feb 9, 2007. Raspino is now listed as President and CEO and Voegele as CFO, replacing Paul Bragg and Raspino in those roles in earlier context.
20 Jan 2006material agreement● Neutral
Effective Jan 1, 2006, Pride set non-employee director pay: $125,000 annual retainer for the chairman, $40,000 for other directors, $2,000 per board or committee meeting, plus chair fees of $12,000 (Audit) and $10,000 each (Compensation, Nominating and Governance).