18 Nov 2005listing compliance notice▼ BadMajor
TIPPERARY CORP's securities were notified for removal from listing and registration on its exchange.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
16 Nov 2005listing compliance notice▼ BadMajor
TIPPERARY CORP's securities were notified for removal from listing and registration on its exchange.
2 Nov 2005business combination● Neutral
This final amendment to the going-private statement reports the result of the Santos merger. The Articles of Merger were filed October 28, 2005, converting shares (other than Santos-held shares and those of holders exercising appraisal rights) into $7.43 cash, without interest, on surrender of the certificate. Santos-held and appraisal shares were cancelled, the stock stopped trading on AMEX, and a Form 15 was filed November 1, 2005. It adds no new terms and confirms the earlier 8-K.
1 Nov 2005business combination● NeutralMajor
The Santos merger closed on October 28, 2005, and Tipperary became a wholly-owned subsidiary of Santos International Holdings (SIH). Holders of about 18.9 million shares were entitled to $7.43 cash per share, without interest. The company asked AMEX to delist the stock and filed a Form 15 to end its registration, and SIH then moved all Tipperary stock into another wholly-owned Santos subsidiary, Santos Americas and Europe Corporation. All prior directors and officers left; Kathleen Hogenson and Benjamin Bates became directors, and Hogenson is President. Bradshaw, Obourn, Ancell and Feiten stay as officers (Vice Presidents), alongside new CFO Howard Selzer. This resolves the pending merger vote and approvals thread.
1 Nov 2005listing compliance notice▼ BadMajor
TIPPERARY CORP terminated the registration of a class of securities, ending its reporting obligation for them.
27 Sept 2005business combination● NeutralMajor
Tipperary filed its final proxy statement, first mailed September 27, 2005, for a special shareholder meeting on October 27, 2005 (the preliminary proxy had said October 4). Shareholders will vote on the Santos merger at $7.43 cash per share, without interest, and would have no ongoing ownership in the company. Approval needs two-thirds of outstanding shares; Santos's shares (56.2% of votes as of the September 15 record date) and management's 169,786 shares (about 0.4%) are committed in favour. Board and special committee recommend voting for, directors receive about $6,000,000 plus indemnification, and dissenting holders can seek appraisal under Texas law if they demand it in writing before the vote. Not voting counts the same as voting against.
27 Sept 2005business combination● Neutral
Amendment No. 3 to the going-private transaction statement for the Santos merger, with the same $7.43 cash per share terms, same fee figures, and same cross-references to the proxy as Amendment No. 2 in the visible text. It adds no new terms; the excerpt is truncated.
16 Sept 2005business combination● Neutral
Amendment No. 2 to the going-private transaction statement for the Santos merger, restating the same $7.43 cash per share terms and the same fee figures. The visible changes are to cross-references: the proxy sections are now titled for recommendations of both the special committee and the board, with new references to their reasons and factors considered. No new price or terms appear in the visible text; the excerpt is truncated.
25 Aug 2005capital raising announcement● Neutral
On August 19, 2005 Santos's subsidiary SIH exercised two warrants it acquired from Slough, for 1,700,000 new Tipperary shares (500,000 at $3.00 and 1,200,000 at $2.00), paying the company $3,900,000. SIH now holds 24,238,844 shares, about 56.3% of the outstanding stock. This adds to Santos's majority stake ahead of the merger vote; shares and warrants held by Santos are to be cancelled in the merger without payment.
16 Aug 2005business combination● Neutral
Amendment No. 1 to the going-private transaction statement for the Santos merger. It repeats the same terms: $7.43 cash per share for shares not held by Santos, options and warrants paid the excess over exercise price, Santos-held shares cancelled without payment. Most items just point to proxy statement sections; the fee calculation is unchanged ($149,370,479 valuation, $17,581 fee already paid). The visible text adds no new terms, though the excerpt is truncated and some wording in the cross-references to the proxy differs slightly (e.g. references to the special committee's recommendation).
12 Aug 2005business combination● Neutral
This is the going-private transaction statement filed alongside the preliminary proxy, by Santos entities and Tipperary. It sets out the merger: shares not held by Santos convert to $7.43 cash, options and warrants receive the excess over their exercise price, and Santos-held shares and warrants are cancelled without payment. Most items just point to sections of the proxy statement. The fee calculation uses a transaction value of $149,370,479 and a $29,875 fee. It adds no new terms.
12 Aug 2005business combination● NeutralMajor
Tipperary filed a preliminary proxy statement for a special shareholder meeting on October 4, 2005 to vote on the Santos merger at $7.43 cash per share, without interest. Approval needs two-thirds of outstanding shares; Santos's shares and management's 169,786 shares (about 0.40%) are committed in favour. The board and special committee recommend a vote for, and Houlihan Lokey gave a fairness opinion to shareholders other than Slough. Directors will receive about $6,000,000 plus indemnification rights from the deal. Shares held by Santos are cancelled without payment, and holders who object can seek appraisal under Texas law. The filing is preliminary, with blanks for dates.
28 July 2005business combination● Neutral
This amended information statement, tied to the board change after Santos bought Slough's stake, repeats the deal history: the $7.41 original price, the July 4 increase to $7.43 for remaining shareholders with Slough accepting $7.39, and about $466 million total. It restates that Santos committed to fund working capital and board-approved capital spending through April 2006, that a termination fee may be payable in certain cases, and that no shareholder vote is needed for this statement itself. The excerpt shows a table listing Santos with 25,707,530 shares (57.8%) as a beneficial owner; the rest of the filing is truncated.
20 July 2005business combination● NeutralMajor
This filing formally reports that on July 13, 2005 Santos bought Slough's roughly 54% stake at $7.39 per share, plus Slough's 10% interest in the Australian subsidiary and its position as a creditor, for about $222.7 million in cash. It is a change of control. Santos can appoint a board majority, and after the two Slough directors were replaced by Santos-linked directors, four more Santos-linked directors (Bates, Wasow, Winter, Young) are to be added to an expanded board once a 10-day period after the Information Statement ends. The $7.43 merger for remaining shareholders still needs a vote, expected early in Q4 2005.
15 July 2005business combination● NeutralMajor
This notice says Santos completed its purchase of Slough's stake (about 54% of the shares plus Slough's loans and subsidiary interest) on July 13, 2005, a change of control. Directors Kramer and Lees resigned and were replaced by Santos-linked John Ellice-Flint and Kathleen Hogenson, and Santos committed to fund working capital and approved capital spending through April 2006. There were 41,360,994 shares outstanding at July 12, 2005; the $7.43 merger for remaining shareholders still awaits a vote.
8 July 2005material agreement▲ GoodMajor
On July 4, 2005 the merger agreement with Santos was amended: price for minority shareholders rose from $7.41 to $7.43 cash per share, while Slough accepted $7.39 for its own shares in exchange for Santos buying its interests earlier, on July 13, 2005. Total value stays about $466 million, Santos may appoint a majority of the board after that closing, and Santos agreed not to buy shares below $7.43 for one year after the shareholder meeting. The merger itself still needs shareholder approval and regulatory approvals, and a termination fee may be payable in some cases.
1 July 2005business combination▲ GoodMajor
On July 1, 2005 Tipperary agreed to be acquired by Santos Ltd for $7.41 per share in cash, a deal valued at about $466 million including debt. The board approved it and Slough (54%) agreed to vote in favour; a shareholder vote on a proxy statement is still to come. This answers the open question of how Slough exits, and would end the shareholders' position if completed.
9 June 2005material agreement● Neutral
Effective June 3, 2005, the board added retention bonuses on Houlihan Lokey's recommendation, to keep staff while Slough sells its stake: 35% of base pay on September 30, 2005 for Bradshaw, Obourn and Ancell (about $235,000 total) and for the CFO and other employees (about $550,000 total), plus contingent severance of 35% of base pay (about $220,000 total) for other employees terminated within six months of a change in control. It amends the April 2005 severance agreements.
18 May 2005material agreement● Neutral
On May 13, 2005 Tipperary signed a $9.4 million promissory note to majority shareholder Slough Estates USA, replacing all earlier notes, maturing April 30, 2006 at one-month LIBOR plus 3.5%. It had borrowed $7.1 million so far and expects to draw the remaining $2.3 million by June 30, 2005, to fund US capital and operating spending. This shows the company relying on Slough for funding while Slough seeks to exit.
29 Apr 2005material agreement● Neutral
Shareholders at the April 26, 2005 annual meeting approved warrants for officers and directors: 200,000 for Bradshaw, 50,000 for Ancell, 25,000 each for Obourn and six other directors listed (Davis, Kramer, Lees, Maxwell, Sample), all at $4.95 a share, vesting over three years. This adds potential new shares for insiders; the filing does not give a total, which sums to 400,000 shares by my addition of the listed amounts.
29 Apr 2005material agreement● Neutral
On April 25, 2005 the board approved change-in-control severance agreements for CEO Bradshaw (3x pay plus average bonus), SVP Obourn and EVP Ancell (2x each), CFO Joseph Feiten on similar terms, and for some other employees (1x). Payment applies if they are terminated without cause (or constructively terminated) within 24 months (Bradshaw) or 18 months (Obourn, Ancell) of a change in control, or 12 months for the non-executive employees. This is a retention measure tied to the pending Slough exit; the filing itself does not name a buyer.
27 Apr 2005production update▲ Good
At its April 26, 2005 annual meeting Tipperary reported Australian gas sales of 1,732 MMcf in Q1 2005 (166% above the 650 MMcf in Q1 2004) and said US gas sales from eastern Colorado are expected to start in May 2005 at about 1.7 MMcf a day, which it says at about $6.40/Mcf would bring more than $3.5 million a year. The CEO said the late-2004 litigation settlements cut general and administrative costs by more than $2 million a year, that Slough (54% holder) is pursuing its divestiture, and that Tipperary is working with banks to restructure debt Slough has guaranteed. This follows the Tri-Star settlement and the Houlihan Lokey hiring for the Slough exit, and the Colorado acreage sold down to Kerr-McGee in 2002 has since been drilled, with a 100% interest in 10 wells and a 20% interest in 29 wells reported.
25 Feb 2005material agreement● NeutralMajor
On February 22, 2005 Tipperary hired Houlihan Lokey to advise on Slough Estates USA's previously announced intention to divest its ownership and investments in the company. Houlihan Lokey gets a monthly retainer and a cash fee if a financing or sale by which Slough exits is completed. No buyer or terms are given, so Slough's exit is still unresolved.
10 Feb 2005material agreement● Neutral
On January 11, 2005 the board approved director pay of $20,000 a year for each of the five outside directors plus $2,000 per board meeting attended; four meetings are expected in 2005. Directors who are employees are not paid for board service. This is a routine pay change.
12 Jan 2005material agreement● Neutral
Tipperary extended Senior Vice President Jeffrey Obourn's January 2002 employment agreement by one year, with all other terms unchanged. His minimum pay is $150,000 a year, and he gets two years of pay if terminated without cause. This is a routine management contract renewal.
4 Jan 2005material agreement▲ Good
Tipperary's Australian subsidiary signed another Comet Ridge gas sales contract, with Santos QNT, starting January 1, 2005 for 21 months at 7,200 to 9,700 Mcf per day. It adds to the Energex and Orica contracts signed in December 2004.
23 Dec 2004material agreement▲ GoodMajor
Tipperary's Australian subsidiary signed two gas sales contracts from Comet Ridge: an extension with Energex starting June 1, 2005 for 23 months (7,300 to 14,500 Mcf per day), and a new 10-year contract with Orica starting June 26, 2006 (3,000 to 4,800 Mcf per day). Tipperary and its subsidiaries hold a 71.7% pre-royalty interest in Comet Ridge production. This secures longer-term buyers for the Comet Ridge gas.
4 Nov 2004material agreement▲ GoodMajor
On October 30, 2004 Tipperary and its subsidiaries agreed to settle the Comet Ridge litigation with Tri-Star Petroleum. Tri-Star will transfer registered title to all project tenements plus its 2.25% working interest, keeping a 1.5% overriding royalty, in return for $5 million from Tipperary. This would confirm Tipperary's subsidiary as operator and give it majority title. The deal is conditional on Australian government consents within 45 days, failing which either side can void it and resume litigation. This is the dispute with Tri-Star that the 2002 Delta deal referred to as a pending lawsuit.
24 Sept 2004capital raising announcement● NeutralMajor
Tipperary sold 2,000,000 new unregistered shares at $4.00 each (about $8 million at that price) to eleven unaffiliated institutional investors, completed September 23, 2004. The deal includes a registration rights agreement, and existing shareholders are diluted by the new shares. The filing does not state what the money is for.
12 Dec 2002asset acquisition disposition▲ GoodMajor
On November 27, 2002 Tipperary sold Kerr-McGee 75% to 80% interests in 230,000 undeveloped acres in eastern Colorado for $4.8 million, keeping the remaining 20% to 25%. Kerr-McGee will operate, and exploration is planned for early 2003. The company expects to book a $1.4 million gain. This is a further sale of US acreage after the West Buna sale to Delta.