History
Remington, a Gulf Coast oil and gas explorer, listed on the NYSE in 2002 and agreed in 2006 to be bought by Cal Dive, later renamed Helix, for cash and shares.
2002-2005: A listed Gulf Coast explorer
Remington Oil and Gas Corp, based in Dallas, explored for and produced oil and gas onshore and offshore along the Gulf Coast. In April 2002 it replaced its auditor Arthur Andersen with Ernst & Young, and on June 17, 2002 the New York Stock Exchange certified its securities for listing, clearing them to begin trading.
The record for the following years is quiet in the major disclosures. The company's later filings show it adopting severance plans in April 2005 and granting 665,000 restricted shares to staff that month. In September 2005 it amended a four-year bank credit line of $200 million, which was undrawn at that point. No share counts were recorded for these years, so the record does not show how much the company diluted its owners.
2006: The sale to Helix
On January 22, 2006 Remington agreed to merge into a subsidiary of Cal Dive International, which was later renamed Helix Energy Solutions Group. Each Remington share would become $27.00 in cash plus 0.436 Cal Dive shares. Unvested options and stock grants would vest in full just before closing. The board approved a retention bonus pool of about $1.8 million, and chief executive James Watt was to receive $880,000 in combined 2005 performance and retention bonuses. Closing was expected in the second quarter of 2006, subject to shareholder approval and regulatory clearance.
A final proxy statement dated May 26, 2006 was mailed from about June 1. It asked shareholders to vote on June 29, 2006. The deal was worth about $41.42 per share at Helix's May 24 closing price, and Remington holders would own about 14% of Helix. The board unanimously recommended a yes vote. Approval needed a majority of all outstanding shares, so not voting counted as a vote against.
The later filings point to the merger going ahead. On July 3, 2006 Remington ended the registration of a class of its securities, which ended its reporting obligation for them. Exchange filings to remove a class of its securities from listing followed on July 11 and November 29, 2006. As of that last beat, the record shows Remington leaving public markets, though it does not state the final equity outcome.
Written from the 6 story beats below (2002 to 29 Nov 2006), which come from the company's own announcements and filings.