28 Mar 2002listing compliance notice▼ BadMajor
R&B FALCON CORP 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.
28 Mar 2002listing compliance notice▼ BadMajor
R&B FALCON CORP terminated the registration of a class of securities, ending its reporting obligation for them.
31 Aug 2001business combination● NeutralMajor
On August 17 and 19, 2001, R&B Falcon and a subsidiary sold nine drilling units (including the Deepwater Horizon, Deepwater Expedition and Jack Bates) to another Transocean Sedco Forex subsidiary. In return, $1,190 million of debt R&B Falcon owed to its parent was cancelled or transferred and it received $425 million of 5.72% promissory notes due 2011, priced on an independent rig broker's appraisal. The filing confirms the January 31, 2001 merger closed (each R&B Falcon share converted into 0.5 Transocean Sedco Forex shares), so this is an internal restructuring within the parent group rather than a sale to outsiders. R&B Falcon still uses the rigs for its customer contracts through charters or other arrangements.
26 Mar 2001auditor change● Neutral
This amends the February 2001 auditor-change filing with a new Arthur Andersen letter dated March 26, 2001. The substance is unchanged: Andersen was dismissed after the 2000 audit and Ernst & Young was engaged for 2001, with no disagreements. One wording change: R&B Falcon is now described as an indirect, rather than direct, wholly owned subsidiary of the parent.
14 Feb 2001auditor change● Neutral
R&B Falcon says the merger with Transocean Sedco Forex's subsidiary TSF Delaware has been completed, with R&B Falcon surviving as a wholly owned subsidiary of the parent. It dismissed Arthur Andersen as auditor after the 2000 audit and 10-K, and hired Ernst & Young (the parent's auditor) for 2001. The filing states there were no disagreements and no adverse opinions from Andersen.
5 Jan 2001listing compliance notice▼ BadMajor
R&B FALCON CORP terminated the registration of a class of securities, ending its reporting obligation for them.
2 Nov 2000business combination● NeutralMajor
R&B Falcon launched a tender offer to buy back all of its 13 7/8% Senior Cumulative Redeemable Preferred Stock for $1,300.00 per share in cash (356,961.014 shares outstanding as of October 26, 2000, with about 12,382 more to be issued as a dividend paid in kind on November 1). Preferred shares that are not tendered can be redeemed by the company, up to 105,000 shares pro rata, at $1,138.75 per share plus accrued unpaid dividends. The filing also says that after the Transocean Sedco Forex merger, dividends on the shares are expected to be paid in cash rather than in kind. This ties to the pending merger, and the offer terms are the only outcome stated here.
26 Oct 2000business combination● NeutralMajor
R&B Falcon reported Q3 2000 net income of $27.3 million (versus a $22.4 million loss a year earlier) and updated shareholders on the pending August 19, 2000 merger with Transocean Sedco Forex. The merger agreement requires it to sell its coastwise-trade vessels (crew boats, towing vessels, barges) before closing, and it expects a price at least equal to book value, with no assurance of that. It also has a deal to sell its 38.6% stake in Navis ASA plus a management contract for $83.0 million, which depends on Petrobras accepting the Navis Explorer I drillship by December 31, 2000 (not yet accepted because of blowout preventer problems), and the Israeli oil and gas property sale for $114.0 million is expected in Q4. Completed items include the Gulf of Mexico oil and gas property sale (about $127.2 million, about $68.0 million pre-tax gain) and the drillships Falcon Duchess and Falcon Ice sold for $23.0 million. Open issues include a Petrobras demand for $10.0 million of late-delivery penalties on the Deepwater Expedition (disputed, with the company claiming about $7.0 million in unpaid mobilization fees), an antitrust suit (Bryant) and a Cliffs Drilling well charge of $1.7 to $5.2 mi