Each one in plain English, with the numbers worked through for a shareholder.
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.
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.
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.
Wellington Management Company, LLP reported a PRIDE INTERNATIONAL INC shareholding of 6,367,420 shares (4.02% of votes) in a periodic institutional filing.
Marsh & McLennan Companies, Inc, Putnam, LLC. d/b/a/ Putnam Investments, Putnam Investment Management, LLC disclosed a new substantial PRIDE INTERNATIONAL INC shareholding (6.20% of votes).
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).
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.
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.
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.
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.
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.
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.
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.
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%.
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.
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.
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.
First Reserve Corporation I.R.S. No.:, First Reserve Fund VII, Limited Partnership I.R.S. No.:, First Reserve Fund VIII, L.P. I.R.S. No.:, First Reserve GP VII, L.P. I.R.S. No.:, First Reserve GP VIII, L.P. I.R.S. No.:, First Reserve Fund IX, L.P, First Reserve GP IX, L.P, First Reserve GP IX, Inc reported a PRIDE INTERNATIONAL INC shareholding of 5,581,231 shares (4.00% of votes) in a periodic institutional filing.
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.
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.
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.