7 Nov 2002listing compliance notice▼ BadMajor
PURE RESOURCES INC terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
6 Nov 2002listing compliance notice▼ BadMajor
PURE RESOURCES INC's securities were notified for removal from listing and registration on its exchange.
23 Oct 2002business combination● Neutral
Pure filed Amendment No. 4 to its response on the Unocal exchange offer (0.74 Unocal share per Pure share), adding detail to the valuation work of its advisers Credit Suisse First Boston and Petrie Parkman. For example, CSFB's implied exchange ratio ranges include 0.575x-0.818x, 0.611x-0.813x and 0.579x-1.000x against the 0.74x offer, and Petrie Parkman's ranges include 0.653-0.660 and 0.651-0.701 in some analyses. The filing does not state a recommendation or any outcome, so the offer thread continues and shareholders' position is still undecided.
15 Oct 2002business combination● NeutralMajor
Pure refiled and restated its full response to the revised Unocal exchange offer of 0.74 Unocal share per Pure share, with 50,598,477 Pure shares outstanding at September 30, 2002. The offer still needs Unocal to reach at least 90% of Pure (which Unocal says it will not waive), and Unocal says it would then merge Pure into a subsidiary on the same terms, with appraisal rights for holders who object. The visible text does not show the board's current recommendation or any outcome; this is the restated statement rather than a completed buyout, so shareholders' position is not yet decided.
9 Oct 2002business combination▲ GoodMajor
Unocal raised its exchange ratio from 0.70 to 0.74 Unocal shares per Pure share on October 9, 2002 (it had earlier moved from 0.6527 to 0.70 on October 2). The filing's exhibit list describes a press release saying the Special Committee has recommended in favor of the amended offer; the visible text does not itself state the recommendation, which would reverse its earlier rejection. The filing also adds detail, responding to a Delaware Chancery Court order dated October 3, 2002, on how the Special Committee's powers were narrowed on September 10-11 (it could not pursue a sale of Pure, a poison pill, structural changes or the mineral and royalty monetization), and lists an agreement among Unocal, Union Oil, Jack Hightower and other Pure officers to tender.
27 Sept 2002business combination● NeutralMajor
Pure's Special Committee (acting for the board) says the 0.6527 Unocal-share exchange offer is inadequate and recommends that shareholders reject it and not tender. It says the committee met Unocal on September 16 with no change to the terms, and Unocal refused to provide further due diligence information. The filing also gives management projections of 2002 and 2003 net income of $27.7 million and $67.2 million. This continues the Union Oil/Unocal offer thread and is a stance against the offer as it then stood.
18 Sept 2002business combination● NeutralMajor
Pure filed its formal response to Union Oil's (Unocal subsidiary) exchange offer, under which each Pure share can be swapped for 0.6527 of a Unocal share. Union Oil is the major holder from the 2000 formation of Pure; the offer requires Unocal to end up with at least 90% of Pure and a majority of shares not held by Union Oil, and Unocal says a short-form merger on the same terms would follow if it reaches 90%. The visible text does not show the board's recommendation (the excerpt is truncated). It does show that, if the offer completes and he resigns for good reason, CEO Jack Hightower's severance would be about $3,645,000 before any tax gross-up. As of September 4, 2002 there were 50,553,786 shares outstanding.
14 Sept 2001business combination● Neutral
Pure refiled its historical financial statements with added footnotes about subsidiaries that guarantee its 7 1/8% Senior Notes due 2011, in preparation for registering those notes; the filing says nothing else about the numbers was changed. It also includes pro forma statements and auditor consents. It restates the background that Pure was a Union Oil subsidiary until May 25, 2000, when Union Oil contributed its Permian Basin unit for 32,708,067 shares and the Titan merger happened at the same time.
1 June 2001asset acquisition disposition● NeutralMajor
This amendment confirms the Hallwood merger closed on May 30, 2001, so Hallwood is now an indirect wholly-owned subsidiary of Pure and its remaining shareholders were cashed out at the same tender-offer prices. The estimated total cost stays at about $268 million including assumed debt and obligations. It also adds Hallwood's financial statements and pro forma figures that combine the 2000 Titan merger, the International Paper purchase and Hallwood.
23 May 2001asset acquisition disposition● NeutralMajor
Pure reports that its subsidiary bought about 85% of Hallwood Energy's common stock and about 78% of its preferred stock in a cash tender offer ($12.50 and $10.84 per share), and then completed the offer after a later offering period ended May 15, 2001. Pure's executives took control of Hallwood's board and officer roles, and a cash merger to buy the remaining shares was expected soon. Total cost is estimated at about $268 million including assumed debt, funded by a new $200 million unsecured credit line (CSFB and First Union, due July 16, 2001) plus its existing Chase bank facilities.
16 Apr 2001asset acquisition disposition▲ GoodMajor
This amendment gives the full details of Pure's January 31, 2001 purchase of oil and gas properties, mineral and royalty interests and partnership interests from International Paper for about $261 million in cash ($300 million before adjustments of about $39 million). The deal included about 25 million barrels of oil equivalent of proved reserves (69% natural gas) and was paid for with cash on hand and Pure's bank credit facilities with Chase Manhattan. The filing adds audited revenue and operating-expense statements (revenues of $122.1 million in 2000 versus $74.0 million in 1999) and pro forma figures.