Past year: ▲ 82%(22.34 – 43.91 USD)
Each one in plain English, with the numbers worked through for a shareholder.
28 Dec 2005financial restatement▼ Bad
Pride again pushed back the expected date for the restated filings (10-K/A for 2004, Q1/Q2 10-Q/As and the Q3 10-Q), now to by the week of January 16, 2006, noting more time could be needed. The estimates are unchanged from the prior amendment.
13 Dec 2005financial restatement▼ BadMajor
Pride revised its swap restatement estimates: it now expects to record 2001 income of about $2-3 million from a change in accounting principle plus a similar charge to other comprehensive income. Updated effects: 2003 income up $6-8 million, 2002 loss up $10-12 million, 2001 income down $9-11 million; 2004 unchanged at $11-13 million. Pride is also evaluating reclassifying the term loan swap adjustments. The filing target moved to the week of December 19, 2005.
29 Nov 2005financial restatement● Neutral
This amendment repeats the November swap restatement notice and adds a timetable: restated 2004 10-K/A, 2005 Q1 and Q2 10-Q/As and the Q3 10-Q are expected the week of December 5, 2005, though more time could be needed. The estimated figures are unchanged.
23 Nov 2005material agreement▲ Good
On Nov 17, 2005, Pride amended its July 7, 2004 senior secured credit agreement ($500.0 million revolver maturing July 2009). The amendment releases certain rigs as collateral and allows lower interest margins and fees if Pride reaches specified lower leverage ratios.
17 Nov 2005financial restatement▼ BadMajor
On Nov 10, 2005, Pride concluded it must restate 2001-2004 and the first two quarters of 2005 because interest rate swaps and caps on its drillship and semisubmersible loans should have been accounted for as derivatives. Estimated effects: income up about $11-13 million for 2004, up $3-5 million for 2003, loss up $8-10 million for 2002, income down $3-5 million for 2001. This adds a second restatement to the one announced in March 2005; the Q3 2005 10-Q is late, so Pride is not current in its reporting, and revolving credit lenders granted a waiver. Investors are told not to rely on the old statements.
8 July 2005material agreement● Neutral
Effective July 1, 2005, Pride raised base salaries for all executive officers except one recently hired executive, and raised 2005 target bonuses for some. The specific amounts are only in an exhibit not reproduced here.
2 June 2005auditor change▼ BadMajor
On May 27, 2005, Pride's audit committee dismissed PricewaterhouseCoopers as auditor and hired KPMG for 2005. PwC's 2004 report carried an adverse opinion on internal control over financial reporting, which ties to the material weakness behind the 2005 restatements. The filing says there were no disagreements with PwC on accounting or audit matters.
23 May 2005material agreement● NeutralMajor
On May 18, 2005, Pride agreed to sell 5,976,251 shares through Lehman Brothers as sole underwriter, and to buy back the same number of shares from three First Reserve funds at the price per share Pride receives in the offering. The filing says total shares outstanding will not change. This moves the First Reserve stake, noted at about 3.8% earlier in May, into public hands.
17 May 2005material agreement termination● Neutral
At the May 12, 2005 annual meeting, shareholders approved adding 600,000 shares to the Employee Stock Purchase Plan, bringing it to 1,100,000. The board also extended executive change-in-control benefits to terminations within a year after a deal leaving shareholders with 50-80% of the combined company, and let departing directors keep options for their full term. It ended the employment agreement of Jorge Estrada, who gets one year of base salary and benefits, effective May 31, 2005. First Reserve funds hold about 6.0 million shares (3.8%), and their shareholder agreement covenants, except registration rights, are no longer operative. The board rescinded their higher 19% rights-plan trigger, returning it to the standard 15%.
25 Apr 2005capital raising announcement● NeutralMajor
Between March 3 and April 24, 2005, holders converted about $299,969,000 of the 2 1/2% Convertible Senior Notes due 2007 into 18,168,903 new Pride shares. Pride redeemed the remaining $31,000 on April 25. This resolves the March redemption call: the debt is gone, replaced by new shares, so existing shareholders are diluted.
18 Apr 2005material agreement termination● Neutral
Jonathan Talbot's employment as Vice President of Marketing ended on April 15, 2005, about five weeks after Kevin Robert took over that role. He is entitled to one year of base salary, one year of insurance benefits, his 2005 target bonus and immediate vesting of options and awards. This completes the marketing leadership change.
7 Apr 2005material agreement● Neutral
On April 1, 2005, the compensation committee set the 2005 executive bonus plan. For Bragg, Raspino and Blocker, 40% depends on pre-tax earnings, 25% on debt reduction, 10% on safety and 25% on individual goals. Casswell's bonus rests mainly on Eastern Hemisphere business-unit results. The committee pays on a discretionary basis and may adjust targets.
31 Mar 2005debt financing▲ GoodMajor
On March 25, 2005, Pride called for redemption of all its 2 1/2% Convertible Senior Notes due 2007 on April 25, 2005, at 101% of principal plus accrued interest. About $298.6 million was outstanding, and holders could instead convert into stock at 60.5694 shares per $1,000 of notes until the business day before redemption. This retires a debt, and conversion would add shares.
16 Mar 2005material agreement● Neutral
On March 10, 2005, Pride paid 2004 bonuses of $400,000 to Paul Bragg, $355,325 to Louis Raspino, $323,495 to John Blocker and $198,802 to Gary Casswell. Marcelo Guiscardo, the executive who left in January 2005, was paid $190,800 as part of his severance.
11 Mar 2005material agreement● Neutral
On March 9, 2005, Pride hired Kevin C. Robert as Vice President of Marketing under an agreement running to February 28, 2007, replacing Jonathan Talbot. A non-cause termination pays one year of base salary, and a termination after a change in control pays two years of salary plus two times the maximum bonus.
8 Mar 2005financial restatement▼ BadMajor
On March 2, 2005, Pride concluded it will restate its financial statements for 2000-2003 and the 2003 and 2004 quarters to correct errors, mostly from transactions recorded in 1999-2002. These include the valuation of debt assumed when it bought the rest of the Pride Carlos Walter and Pride Brazil rigs in 2001, and under- and over-depreciation of rigs. The estimated effects on net income are small (about $1.3 million, $1.1 million and $1.2 million higher for the nine months to September 2004 and for 2003 and 2002; about $2.0 million lower for 2001; about $0.2 million higher for 2000). Pride also expects to report a material weakness in internal control over financial reporting in its 2004 annual report, and investors are told not to rely on the old statements until the corrections are filed.
24 Feb 2005material agreement● Neutral
On February 17, 2005, the board amended the 1998 Long-Term Incentive Plan: no repricing of awards without shareholder approval, no options below fair market value, no company loans to pay option exercise prices, and no new awards after May 12, 2008. It also made the executive retirement plan (SERP) more generous: benefits now count the target bonus, three years are added to age and service on a non-cause firing, and those terminated without cause get a lump sum. The first set of changes limits how awards can be handled for shareholders, while the second raises executive retirement benefits.
2 Feb 2005material agreement● Neutral
On January 28, 2005, Pride signed retirement-plan (SERP) participation agreements with Lonnie Bane and Gregory Looser, and amended those of Paul Bragg, Louis Raspino and John Blocker. The plan pays 50% of final salary for life from age 62 (earlier retirement is allowed from age 55, with a reduction), vesting in five annual installments from January 1, 2006, plus retiree medical and dental cover. After a change in control, a termination brings a lump sum of five times salary instead. This is a cost to the company rather than a change to the business.
20 Jan 2005material agreement termination● Neutral
Pride signed an employment agreement with Carlos Etcheverry, who becomes Vice President of E&P Services on February 1, 2005, and amended John Blocker's contract (he is Executive Vice President of Operations) to double his severance and extend his change-in-control protections to three years. Marcelo Guiscardo, the previous Vice President of E&P Services, left on January 14, 2005 and is entitled to one year of base salary and benefits, a target bonus, and immediate vesting of his options and awards.
11 Jan 2005material agreement● Neutral
Pride signed an employment agreement with Bruce Kain, Vice President of Quality, Health, Safety and Environment, running to January 3, 2007 with one-year automatic renewals. It gives one year of pay and benefits on a non-cause firing and two years of pay with larger bonus terms if he is terminated after a change in control. The filing also furnishes a January 10, 2005 press release about reducing outstanding debt in 2004 and rig contract status information, but the text gives no figures for either.
6 Jan 2005material agreement● Neutral
On January 3, 2005, Pride granted stock options and restricted stock to its nonemployee directors and 14 executive officers. Each director got 2,720 restricted shares and options on 6,800 shares. CEO Paul Bragg received options on 130,000 shares and 52,000 restricted shares, and the options have an exercise price of $20.07, the January 3 closing price. These grants may dilute existing shareholders slightly (an inference, as the filing gives no share count).
4 Nov 2004business combination● Neutral
Pride amended its registration for the swap of its $500 million 7 3/8% Senior Notes due 2014, with terms unchanged and the expiration date still blank. The update shows the fleet as of September 30, 2004 at 328 rigs, with 10 semisubmersibles (11 in the earlier filing) and 32 tender-assisted, barge and platform rigs (31 earlier). This continues the August filing and still has no effect on common stock.
14 Oct 2004material agreement termination● Neutral
Pride signed a separation agreement with John C.G. O'Leary, a former executive officer who left in September 2004, replacing his 1999 employment agreement. He gets $1,000,000 separation pay, a $550,000 bonus, a prorated 2004 bonus of $188,650, up to two years of insurance benefits, and immediate vesting of his stock options and restricted stock. He also gets a pension-plan payment of $3,333 a month from age 62.
10 Sept 2004material agreement● Neutral
On September 9, 2004, Pride signed an employment, non-competition and confidentiality agreement with Jonathan R.A.S. Talbot, an executive officer. The filing gives no pay or other terms in the text; they are in an attached exhibit.
10 Aug 2004business combination● Neutral
Pride filed a registration to swap its $500 million of 7 3/8% Senior Notes due 2014, issued July 7, 2004 in a private placement, for identical notes registered with the SEC that can be freely traded. The filing says the swap is required under a registration rights agreement with the initial buyers. It describes a fleet of 328 rigs as of June 30, 2004, and doesn't change shareholders' stock.
28 Sept 2001asset acquisition disposition● NeutralMajor
Pride completed its acquisition of Marine Drilling on September 13, 2001, resolving the merger announced in May. Marine shares became Pride shares one-for-one, and Pride then reincorporated as a Delaware company, New Pride, which keeps the Pride International name. About 132.8 million New Pride shares are being issued in exchange for Pride Louisiana shares, about 58.7 million of them for shares issued in the Marine merger. New Pride has 400 million authorized common shares and 50 million preferred shares, a new rights plan triggered at 15% ownership, and takeover-defence provisions in its charter and bylaws. Pride shareholders keep their shares as New Pride shares one-for-one.
3 Aug 2001business combination● Neutral
Pride and its Delaware subsidiary PM Merger filed the registration statement for the shares to be issued in the Marine merger, covering up to 169,500,000 shares. This version sets the shareholder meetings for September 12, 2001, with a July 31, 2001 record date for Pride holders, and neither the Marine merger nor the Delaware move happens unless both Pride proposals pass. It moves the merger forward without changing its terms.
13 July 2001listing compliance notice▼ Bad
PRIDE INTERNATIONAL INC withdrew a registration statement, abandoning the offering it covered.
9 July 2001business combination● Neutral
Pride filed a preliminary joint proxy statement/prospectus with Marine for the merger signed May 23, 2001. It asks shareholders to vote on the deal, and both boards unanimously recommend voting for it. Meeting dates and other details are still blank, so this continues the merger process without changing its terms (one-for-one share exchange, roughly 56%/44% ownership split, Robert Barbanell as chairman and Paul Bragg as CEO).
25 May 2001business combination● NeutralMajor
On May 23, 2001 Pride signed a merger agreement with Marine Drilling Companies: Marine shares convert one-for-one into Pride shares, and Pride then reincorporates from Louisiana to Delaware, again one share for one. Pride holders would own about 56% and Marine holders about 44% of the combined company. Closing needs approval by both companies' shareholders and antitrust clearance, and the companies expected it late in 2001. The two sides also granted each other options on 19.9% of their shares (Pride's at $32.65 a share, Marine's at $27.72), with profit from the option plus any termination fee capped at $50.0 million, and Pride amended its Rights Agreement.
