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.
31 May 2011securities registration● Neutral
PRIDE INTERNATIONAL INC amended an already-effective registration statement.
31 May 2011securities registration● Neutral
PRIDE INTERNATIONAL INC amended an already-effective registration statement.
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.
18 May 2011substantial holder notice● Neutral
Seadrill Limited, Hemen Holding Limited, Greenwich Holdings Limited, John Fredriksen, C.K. Limited reported a PRIDE INTERNATIONAL INC shareholding of 16,500,000 shares (9.30% of votes) in a periodic institutional filing.
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.
5 May 2011quarterly activities report● Neutral
PRIDE INTERNATIONAL INC reported quarterly revenue of $393.5 million and net income of $30.1 million for the period ended 2011-03-31.
5 May 2011quarterly activities report● Neutral
PRIDE INTERNATIONAL INC reported quarterly revenue of $393.5 million and net income of $30.1 million for the period ended 2011-03-31.
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.
17 Feb 2011quarterly activities report● Neutral
PRIDE INTERNATIONAL INC reported quarterly revenue of $400.8 million and net income of $52.1 million for the period ended 2010-12-31.
8 Feb 2011substantial holder notice● Neutral
BlackRock, Inc reported a PRIDE INTERNATIONAL INC shareholding of 10,245,021 shares (5.83% of votes) in a periodic institutional filing.
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.
27 Jan 2011substantial holder notice● Neutral
Franklin Mutual Advisers, LLC disclosed a new substantial PRIDE INTERNATIONAL INC shareholding (5.20% of votes).
10 Jan 2011substantial holder notice● Neutral
Seadrill Limited, Hemen Holding Limited, Greenwich Holdings Limited, John Fredriksen, C.K. Limited reported a PRIDE INTERNATIONAL INC shareholding of 16,500,000 shares (9.40% of votes) in a periodic institutional filing.
30 Nov 2010substantial holder notice● Neutral
Seadrill Limited, Hemen Holding Limited, Greenwich Holdings Limited, John Fredriksen, C.K. Limited reported a PRIDE INTERNATIONAL INC shareholding of 16,500,000 shares (9.40% of votes) in a periodic institutional filing.
4 Nov 2010quarterly activities report● Neutral
PRIDE INTERNATIONAL INC reported quarterly revenue of $346.2 million and net income of $36.5 million for the period ended 2010-09-30.
4 Nov 2010quarterly activities report● Neutral
PRIDE INTERNATIONAL INC reported quarterly revenue of $346.2 million and net income of $36.5 million for the period ended 2010-09-30.
14 Oct 2010substantial holder notice● Neutral
Seadrill Limited, Hemen Holding Limited, Greenwich Holdings Limited, John Fredriksen, C.K. Limited reported a PRIDE INTERNATIONAL INC shareholding of 16,500,000 shares (9.40% of votes) in a periodic institutional filing.
7 Sept 2010substantial holder notice● Neutral
Seadrill Limited, Hemen Holding Limited, Greenwich Holdings Limited, John Fredriksen, C.K. Limited reported a PRIDE INTERNATIONAL INC shareholding of 16,500,000 shares (9.40% of votes) in a periodic institutional filing.
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.
5 Aug 2010securities registration● Neutral
PRIDE INTERNATIONAL INC filed a prospectus supplement for an offering off its existing shelf.
4 Aug 2010securities registration● Neutral
PRIDE INTERNATIONAL INC filed a free-writing prospectus - marketing material for an offering in progress.
3 Aug 2010securities registration● Neutral
PRIDE INTERNATIONAL INC filed the final prospectus for a registered offering.
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.
29 July 2010quarterly activities report● Neutral
PRIDE INTERNATIONAL INC reported quarterly revenue of $350.3 million and net income of $57.5 million for the period ended 2010-06-30.