Each one in plain English, with the numbers worked through for a shareholder.
3 Apr 2012business combination● NeutralMajor
Pembina completed its acquisition of all Provident common shares on April 2, 2012, in a transaction valued at approximately $3.8 billion; Provident shareholders received 0.425 of a Pembina share per Provident share, as agreed in January. Provident was amalgamated with a wholly-owned Pembina subsidiary and continued as Pembina NGL Corporation, and its shares have been delisted from the NYSE (TSX delisting expected concurrently with the Pembina share listing). Pembina assumed the 5.75% debentures due 2017 and 2018 and will make a repurchase offer at 100% of principal plus accrued interest within 30 days; holders who decline keep the original maturity. Pembina's monthly dividend rises from $0.13 to $0.135 per share, payable May 15, 2012 to holders of record April 25, 2012. Pembina plans a new 65,000 bpd Redwater fractionator in service by mid 2014, subject to customer support and approvals.
Pembina and Provident said the Competition Bureau of Canada has cleared Pembina's proposed acquisition of Provident; clearance under the Canada Transportation Act was received earlier. These satisfy two of the closing conditions. Still needed are the 66 2/3% Provident shareholder vote, a Pembina shareholder vote, Court of Queen's Bench of Alberta approval and other regulatory approvals; special meetings are set for March 27, 2012 and completion is expected on or about April 2, 2012.
Pembina Pipeline agreed on January 16, 2012 to acquire all Provident common shares by plan of arrangement, with Provident shareholders receiving 0.425 of a Pembina share per Provident share. Pembina says this is a 24.7% premium to Provident's January 13 close of $9.51, and a 27.5% increase in monthly dividends per share after the exchange ratio. Pembina will assume Provident's 5.75% convertible debentures due 2017 and 2018 (conversion prices adjusted) and plans to offer to repurchase them at par within 30 days of closing; Provident suspends its dividend reinvestment plans. Closing needs at least 66 2/3% of votes at a Provident special meeting, a Pembina shareholder vote, court, Competition Act and TSX approvals; boards and directors/officers support it. This ends Provident's independent path, but the deal is only pending, so shareholders' treatment is not yet final.
Provident declared its January 2012 dividend of $0.045 per share, payable February 15, 2012 to holders of record January 25 (ex-dividend January 23), with a 2012 annualized rate of $0.54 (about 5.3 percent on the $10.14 close). Executive Vice President Andrew Gruszecki will join a panel at the TD London Energy Conference on January 16, 2012. The filing does not say why he rather than the CEO is attending.
Provident declared its December 2011 dividend of $0.045 per share, payable January 13, 2012 to holders of record December 21, 2011 (ex-dividend December 19). The annualized rate is unchanged at $0.54, about 5.5 percent on the $9.81 December 7 close.
Provident declared its October 2011 dividend of $0.045 per share, payable November 15, 2011 to holders of record October 24 (ex-dividend October 20). The annualized rate remains $0.54, about 6.2 percent on the $8.76 October 6 close.
Provident completed its previously announced purchase of a two-thirds interest in Three Star Trucking Ltd., a Saskatchewan oilfield hauling company serving Bakken-area crude oil producers. The filing gives no price. Provident says it adds a crude oil presence in the Bakken and, with the Cromer terminal, should help NGL supply into the Sarnia area. This completes the acquisition referenced in the September Cromer release.
Provident said a previously disclosed $10 million increase in expansion capital is for a truck unloading terminal at Cromer, Manitoba, with initial capacity of about 2,000 barrels a day of NGLs from the Bakken area, backed by a supply agreement with Petrobakken Energy; it expects volumes to start in the first quarter of 2012. The release also declares the September dividend of $0.045 per share (payable October 14, 2011, record September 21) and says CFO Brent Heagy will present at the Peters & Co. conference on September 13. The release ties the terminal to the Three Star Trucking acquisition strategy, a new thread not previously in the context.
Provident declared its July 2011 dividend of $0.045 per share, payable August 15, 2011 to holders of record July 20, 2011 (ex-dividend July 18). The annualized rate is still $0.54, about 6 percent on the $8.73 July 6 close.
Provident declared its June 2011 dividend of $0.045 per share, payable July 15, 2011 to holders of record June 22, 2011 (ex-dividend June 20). The annualized rate stays at $0.54, about 6.5 percent on the $8.20 June 8 close; this continues the unchanged monthly payout.
Provident closed a second $150 million offering of 5.75% convertible subordinated debentures, convertible into common shares at $12.55 (over-allotment of up to $22.5 million not yet exercised). Proceeds will repay credit facility debt, which can be redrawn to fund the previously announced redemption of the remaining 6.5% debentures due August 31, 2012 (about $95 million outstanding as of May 9, 2011) and for general corporate purposes. This continues the debenture refinancing begun in late 2010.
Provident declared its April 2011 dividend of $0.045 per share, payable May 13, 2011 to holders of record April 20, 2011, unchanged at a $0.54 annualized rate (about 6 percent yield at $8.76). CEO Doug Haughey will present at the CIBC Energy and Infrastructure Conference in Toronto on April 12 (the filing writes 2010, which appears to be a typo).
Provident posted a hedge price summary on its website and said it has hedged about 85 percent of its first-quarter 2011 NGL frac spread volumes and 84 percent of its input natural gas, aiming to hedge roughly 50 percent of volumes on a rolling 12-month basis. It also declared the February dividend of $0.045 per share, payable March 15, 2011 to holders of record February 24, 2011.
Provident declared a January 2011 dividend of $0.045 per share, payable February 15, 2011 to holders of record January 20, 2011, with a 2011 annualized rate of $0.54 per share (about 7 percent yield on the $8.07 closing price). The monthly payout is lower than the $0.06 per unit paid since February 2009 in the context; the filing does not explain the change. CEO Doug Haughey will present at a London energy conference on January 17, 2011.
Provident completed its conversion from an income trust to a dividend-paying corporation, Provident Energy Ltd., on January 1, 2011. Each trust unit was exchanged for one common share; the shares trade as PVE (TSX) and PVX (NYSE) and the trust units are delisted. Debenture holders can convert into common shares on the same terms as before. This completes the conversion thread begun in October 2010; shareholders keep their position in share form.
Provident closed the $150 million 5.75% convertible debenture offering (conversion price $10.60 per unit); the over-allotment option of up to $22.5 million had not been exercised as of the filing. Proceeds first repay bank debt to free up borrowing capacity for 6.5% debenture purchases or repayments. This completes the offering announced October 19, 2010. The filing is signed by Brent C. Heagy as CFO, rather than Mark Walker, consistent with the announced CFO change (inference: Heagy is the successor; the filing does not say so explicitly).
20 Oct 2010capital raising announcement● NeutralMajor
Provident agreed a bought-deal sale of $150 million of 5.75% convertible subordinated debentures due December 31, 2017, convertible at $10.60 per unit, with a $22.5 million over-allotment option. Proceeds will first repay bank debt, which can then be redrawn to buy back tendered 6.5% debentures or repay those maturing; the filing also refers to a reorganization into a dividend-paying corporation targeted for about January 1, 2011, announced October 6, 2010, subject to unitholder, court and regulatory approvals. The conversion plan is a new thread; the debt raise relates to the 6.5% debentures already in the context.
Provident completed the Pace arrangement: unitholders approved it on June 28, 2010 (about 97% of units voted in favour), and Provident received $120 million cash to reduce bank debt, with about 32.5 million Pace shares issued directly to unitholders (0.12225 Pace share per unit, record date July 9, 2010). This resolves the Pace/Midnight vote thread; Provident units stay listed and Provident describes itself as a pure-play NGL midstream business. It also signed a new $500 million revolving credit facility (expandable to $750 million, plus a $60 million letter of credit facility, expiring July 1, 2013, about $235 million expected drawn), adjusted conversion prices on its 6.5% C and D debentures (to $11.56 and $12.40), and said CFO Mark Walker will step down once a replacement is named, expected by September 30, 2010.
Provident and Midnight Oil Exploration issued a joint circular for a plan of arrangement in which Midnight acquires Provident's oil and gas production business for about $460 million in cash and shares. Provident unitholders would receive 0.12225 Midnight shares (post 10-for-1 consolidation) per unit and, with Midnight shareholders, would own about 81% and 19% respectively of the combined Pace Oil & Gas Ltd. Provident keeps about $120 million in cash (net of costs) to repay its credit facility, unitholders keep their Provident units, and Provident continues in NGL midstream. Votes by two-thirds of each side are needed at meetings on June 28, 2010; the board unanimously recommends approval. The circular is signed by Douglas Haughey as President and CEO of Provident Energy Ltd., the administrator, whereas the earlier context named Tom Buchanan in that role. The filing does not explain the change.
A routine transfer agent notice sets a Special Meeting of unitholders for June 28, 2010 in Calgary, with a record date of May 10, 2010. The notice does not state the purpose, but it is separate from the May 13, 2010 annual and special meeting noticed earlier; the purpose appears in the May 11 filing.
Provident completed the purchase of the Corunna, Ontario (Sarnia area) hydrocarbon storage facility from Dow Chemical Canada for an undisclosed amount, as announced in November 2009. It plans to use it for operational and commercial storage, with about $17 million in 2010 capital for rail and truck-loading upgrades expected to be finished in the second half of 2010.
A routine transfer agent notice amends the meeting details: an Annual General and Special Meeting on May 13, 2010 in Calgary, with a record date of April 5, 2010. It carries no business news. (The meeting date differs from the May 2009 pattern, but the filing gives no reason.)
2 Mar 2010asset acquisition disposition● NeutralMajor
Provident completed the sale of its West Central Alberta assets to Storm Ventures for $190 million cash, which became $177 million after closing adjustments. Proceeds go to the revolving term credit facility. This completes the sale announced in December 2009.
24 Dec 2009asset acquisition disposition● NeutralMajor
Provident agreed to sell its West Central Alberta oil and gas assets to private company Storm Ventures International for $190 million cash before closing adjustments, with closing expected in Q1 2010 and an October 1, 2009 effective date. The assets produce about 5,000 boe/d (roughly 70% gas); proceeds will reduce the revolving credit facility. The company says its 2010 capital budget of $142 million is unchanged, with about $55 million for Upstream, and describes this as another step in the divestiture program that included Lloydminster and Southern Saskatchewan.
30 Nov 2009asset acquisition disposition● NeutralMajor
Provident completed the sale of its Lloydminster-area assets to Emerge Oil & Gas for $85 million including closing adjustments ($68 million cash, $17 million equity), slightly below the $87 million announced. After applying the cash, about $285 million will be drawn on its revolving term credit facility (down from about $350 million after the Saskatchewan sale). This completes the Lloydminster sale thread.
Provident agreed to buy a commercial storage facility in the Sarnia area from Dow Chemical Canada for an undisclosed amount, with closing expected in early 2010. The site has 12.1 million barrels of active cavern capacity (5.0 million for hydrocarbons, 7.1 million currently used for brine) and Provident says it expands its Commercial Services platform into Eastern Canada. Its 2010 capital budget includes about $17 million for upgrades such as rail expansion and a truck terminal. This adds to the Sarnia midstream operations already in the context.
29 Oct 2009asset acquisition disposition● NeutralMajor
Provident agreed to sell its Lloydminster-area oil and gas assets to private company Emerge Oil & Gas Inc. for $87 million ($70 million cash and $17 million in equity), with closing expected by November 30, 2009. The assets produced 2,200 boe/d in Q3 2009; cash proceeds go to the revolving term credit facility. This resolves the Lloydminster sale process (Scotia Waterous advisor) in the context, and is part of the August 2009 plan to divest non-strategic Saskatchewan and Lloydminster-area assets.
1 Oct 2009asset acquisition disposition● NeutralMajor
Provident closed the Saskatchewan asset sale for $226 million including closing adjustments, and separately sold a minor Lloydminster-area property (Dolcy, about 350 boe/d) for $13 million; proceeds go to the revolving term credit facility. The term facility is expected to be cut by $75 million to $1,050 million from October 1, 2009, with about $350 million drawn after the proceeds. The sale of the remaining Lloydminster heavy oil assets continues, with non-binding proposals expected in late October 2009 and Scotia Waterous as advisor.
25 Aug 2009asset acquisition disposition● NeutralMajor
Provident agreed to sell its Southeast and Southwest Saskatchewan oil and gas assets to Crescent Point Energy for $225 million cash before adjustments, with closing scheduled for September 30, 2009. The assets produced about 3,646 boe/d in the second quarter, and proceeds will first pay down the revolving credit facility and later be reinvested in Upstream and Midstream growth projects. Provident lowered its 2009 Upstream production guidance to 22,000-23,000 boe/d and is continuing to sell its Lloydminster heavy oil assets, as announced August 13, 2009.
A routine notice from Provident's transfer agent says the annual general meeting will be held May 7, 2009 in Calgary, with a record date of March 19, 2009. It carries no business news.
