12 July 2007listing compliance notice● NeutralMajor
TODCO's exchange filed to remove a class of its securities from listing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
11 July 2007listing compliance notice▼ BadMajor
TODCO terminated the registration of a class of securities, ending its reporting obligation for them.
1 June 2007business combination● NeutralMajor
TODCO filed the definitive joint proxy statement for the Hercules merger. Consideration is stated as about $924.4 million in cash plus about 56.6 million Hercules shares, equal to 0.979 Hercules shares plus $16.00 per TODCO share, and the TODCO board recommends voting for it. Both companies' stockholders meet July 11, 2007 (record date May 30, 2007). This continues the March 2007 merger agreement; the vote is still pending.
22 Mar 2007business combination● NeutralMajor
TODCO agreed to be acquired by Hercules Offshore, with TODCO merging into a Hercules subsidiary. Holders can elect cash or Hercules stock; the per-share value is equivalent to 0.979 Hercules shares plus $16 in cash for each TODCO share (about $930.7 million cash and 56.9 million Hercules shares in total). Closing needs approval from both companies' stockholders, antitrust clearance and an effective registration statement, and it can be terminated if not completed by December 31, 2007; a $70 million fee could be owed by TODCO and $30 million by Hercules in certain terminations. TODCO also amended its December 2005 credit agreement so the merger does not cause a default, and amended its rights agreement so Hercules is not treated as an acquiring person. This is the start of a sale of the whole company, not yet completed.
21 Sept 2006material agreement● Neutral
On September 18, 2006 Michael P. Donaldson was appointed Vice President and General Counsel, Corporate Secretary, with a $230,000 salary and an option on 8,000 shares at $36.84 vesting over three years. The filing does not say what happened to Randall Stafford, who held the general counsel role in earlier filings (inference: Donaldson replaces him).
3 Aug 2006material agreement● Neutral
Effective August 1, 2006, the compensation committee raised salaries for David Crowley (Senior VP, Operations) to $330,000, CFO Dale Wilhelm to $275,000 and Bryce Dickinson to $220,000. Starting October 1, 2006 non-employee directors get a $40,000 annual retainer (chairman an extra $120,000), meeting fees of $2,000 in person or $1,000 by phone, and 2,500 fully vested deferred stock units each year. This continues the annual pay-adjustment cycle; it names Dale Wilhelm as CFO for the first time in the context.
31 Mar 2006material agreement● Neutral
On March 27, 2006 Claus E. Feyling was appointed Vice President, International Business Development, with a $180,000 base salary and 15,000 restricted Class A shares vesting in eight equal annual installments. He also joins the 2006 performance bonus plan; this is another routine officer appointment on the same terms as the March 20 hire.
24 Mar 2006material agreement● Neutral
On March 20, 2006 W. Brad James was appointed TODCO's Vice President, Marketing, with a $210,000 base salary and a grant of 15,000 restricted Class A shares vesting in eight equal annual installments. He also joins the 2006 performance bonus plan; this is a routine executive hire and continues the pattern of officer appointments.
10 Feb 2006material agreement● Neutral
On February 6, 2006 the compensation committee granted new options and performance units to officers (CEO Jan Rask: 56,750 options and 45,400 units), adopted a 2006 bonus plan, paid 2005 bonuses (Rask $712,938), and raised executive salaries from March 1, 2006 (Rask to $600,000). The board was cut to seven directors by not replacing a seat vacated in 2005 by a Transocean-appointed director who resigned, and R. Don Cash's seat moved from Class II to Class III.
5 Jan 2006material agreement● NeutralMajor
On December 29, 2005 TODCO entered a four-year $200 million secured floating-rate revolving credit facility with Nordea Bank Finland and other lenders, secured by most of its drilling rigs, receivables and the stock of most U.S. subsidiaries. Borrowing is limited to the lesser of $200 million or one third of the rigs' fair market value, interest is LIBOR plus 1.60% or prime-based plus 1.25%, and covenants include a leverage cap of 0.35 and minimum tangible net worth of $375 million. The filing does not say how much is drawn.
5 Aug 2005material agreement▲ GoodMajor
On August 2, 2005 the board declared a special cash dividend of $1.00 per share to holders of record on August 15, 2005; the filing says the company's prior stated policy was not to pay dividends, so this reverses that stance. To offset the dividend's effect on option and deferred-unit holders, it awarded a special cash bonus of $0.70 per share on those awards (e.g. about $465,500 to CEO Jan Rask). Jerry W. Humphrey and Bryce H. Dickinson were also appointed vice presidents, at $200,000 and $180,000 salaries.
7 July 2005material agreement● Neutral
Peter V. Bridle was appointed Vice President, HS&E on July 1, 2005, with a $120,000 base salary, options on 7,500 Class A shares, and deferred performance units for up to 6,000 shares under the 2005 incentive plan. He also joins the 2005 performance bonus plan.
17 May 2005material agreement● Neutral
Transocean sold a further 12,000,000 TODCO Class A shares at $20.50 each through Citigroup, with a 30-day option for up to 1,310,000 more; TODCO receives no proceeds. This continues Transocean's sell-down of its remaining stake. TODCO also signed its standard indemnification agreement with newly elected director Suzanne V. Baer.
11 Feb 2005material agreement● Neutral
On February 7, 2005 the compensation committee granted options and deferred performance units to officers (CEO Jan Rask: 65,000 options and 52,000 units), adopted a 2005 cash bonus plan, paid 2004 bonuses (Rask $395,000), and raised executive salaries from March 1, 2005 (Rask to $565,000). The board also raised director pay, and on February 8, 2005 Thomas N. Amonett was appointed Chairman of the Board in a board and committee reorganization.
22 Dec 2004capital raising announcement● NeutralMajor
Transocean sold 13,000,000 TODCO Class A shares at $18.00 each through Morgan Stanley, Citigroup and Goldman Sachs, and the underwriters exercised in full their option for 1,950,000 more shares. TODCO received no proceeds. Transocean converted its Class B shares into Class A, so no Class B remain; it will hold 13,310,000 Class A shares (about 22%) and its voting power falls from about 81.5% to about 22%, though it keeps rights to designate directors in proportion to its ownership and to consent to certain charter and bylaw amendments. This follows the earlier registrations and offerings and ends Transocean's majority control.
24 Nov 2004material agreement● Neutral
On October 20, 2004 TODCO awarded director J. Michael Talbert 5,000 restricted Class A shares under its long-term incentive plan adopted in February 2004. The shares vest after ten years if he remains a director, with earlier vesting in some cases such as death, disability or non-re-election. The filing also attaches the form of director award letters.
22 Nov 2004material agreement● Neutral
On November 19, 2004 TODCO and Transocean again amended their registration rights agreement so Transocean bears certain costs of a further secondary offering starting November 22, 2004. TODCO filed a registration statement for the sale of up to 14,950,000 TODCO shares owned by Transocean (including up to 1,950,000 for over-allotments), continuing Transocean's sell-down of its stake.
10 Sept 2004material agreement● Neutral
TODCO and its majority owner Transocean Inc. amended their registration rights agreement on September 7, 2004 so that Transocean bears certain costs of a secondary public offering of TODCO shares that Transocean and affiliates were selling in September 2004. This continues the earlier registration filings; TODCO is not described as receiving anything from the sale.
3 Feb 2004listing compliance notice▲ GoodMajor
the New York Stock Exchange certified TODCO's securities for listing, clearing them to begin trading.