13 Feb 2008substantial holder notice● Neutral
Ziff Asset Management, L.P, PBK Holdings, Inc, Philip B. Korsant, ZBI Equities, L.L.C reported no remaining TODCO shareholding in its periodic institutional filing.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
12 July 2007listing compliance notice● NeutralMajor
TODCO's exchange filed to remove a class of its securities from listing.
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.
12 Feb 2007substantial holder notice● Neutral
Ziff Asset Management, L.P, PBK Holdings, Inc, Philip B. Korsant, ZBI Equities, L.L.C reported a TODCO shareholding of 3,436,561 shares (6.00% of votes) in a periodic institutional filing.
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.
13 Apr 2006substantial holder notice● Neutral
Ziff Asset Management, L.P., PBK Holdings, Inc., Philip B. Korsant, ZBI Equities, L.L.C. disclosed a new substantial TODCO shareholding (5.40% of votes).
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.
14 July 2005securities registration● Neutral
TODCO amended an already-effective registration statement.
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.
6 July 2005director interest notice● Neutral
TODCO President and CEO Jan A Rask exercised stock options for 50,000 shares.
6 July 2005director interest notice● Neutral
TODCO President and CEO Jan A Rask exercised stock options for 1,000 shares and disposed of 72,600 shares.
6 July 2005director interest notice● Neutral
TODCO President and CEO Jan A Rask sold 28,400 shares.
19 May 2005director interest notice● Neutral
TODCO 10%+ owner Transocean INC sold 12,000,000 shares at $20.50.
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.
13 May 2005securities registration● Neutral
TODCO filed the final prospectus for a registered offering.
12 May 2005director interest notice● Neutral
TODCO director J Michael Talbert received a stock option grant for 2,858 shares.
12 May 2005director interest notice● Neutral
TODCO director Thomas R Hix received a stock option grant for 2,858 shares.
12 May 2005director interest notice● Neutral
TODCO director Thomas M Hamilton received a stock option grant for 2,858 shares.
11 May 2005securities registration● Neutral
TODCO filed the final prospectus for a registered offering.
8 Apr 2005director interest notice● Neutral
TODCO President and CEO Jan A Rask exercised stock options for 70,400 shares and disposed of 35,200 shares.
8 Apr 2005director interest notice● Neutral
TODCO President and CEO Jan A Rask exercised stock options for 42,800 shares and disposed of 21,400 shares.
6 Apr 2005director interest notice● Neutral
TODCO President and CEO Jan A Rask exercised stock options for 116,400 shares and disposed of 58,200 shares.
5 Apr 2005director interest notice● Neutral
TODCO Vice President David Crowley exercised stock options for 11,111 shares and disposed of 22,222 shares.