TRITON ENERGY LTD company history: the story so far

History

Triton Energy, an explorer with oil interests in Equatorial Guinea, Colombia and Malaysia-Thailand, was bought by Amerada Hess in 2001 for $45.00 a share after a tender offer.

2001: The Hess offer

By mid-2001 Triton Energy Ltd, a Cayman Islands company run from Dallas, had built a spread of oil and gas interests. In Equatorial Guinea it operated Blocks F and G with an 85% interest, and the Ceiba field was producing through a floating production vessel. In Colombia it held a 12% interest in the Cusiana and Cupiagua area, and in Malaysia-Thailand it held large proved undeveloped reserves, meaning oil and gas found but not yet being produced. Total proved reserves stood at 293.5 million barrels of oil equivalent at the end of 2000, up from 265 million a year earlier. The company also carried $300 million of 8 7/8% Senior Notes due in 2007.

On 10 July 2001 Triton and Amerada Hess announced a deal. Hess would make a cash tender offer, an offer made directly to shareholders to buy their shares, at $45.00 per share. That was a 50% premium to the previous day's close and about $3.2 billion in total, including roughly $500 million of Triton debt that Hess would take on. Triton's board unanimously recommended it, and Hicks Muse, which held about 38%, committed to sell.

Hess formally launched the offer on 17 July. It required at least 90% of shares by value to be tendered, plus clearance under US antitrust rules. The US Federal Trade Commission granted that clearance on 27 July. Hess also arranged a revolving credit facility with Citibank to help fund the purchase.

The offer expired at midnight on 13 August 2001. In all, 63,751,116 ordinary shares, about 99.6%, had been tendered, and Hess's Cayman subsidiary accepted every one. The tendered shares included those that came from converting the preference shares held by Hicks Muse. Hess said it would compulsorily acquire the remaining shares under Cayman law at the same price as soon as the law allowed.

2002: Leaving the register

The record then goes quiet until 10 January 2002, when Triton filed to terminate the registration of a class of its securities, ending its obligation to report on them. As of the latest filing, Triton was majority-owned by Hess, with the squeeze-out of the remaining ordinary shares reported as not yet complete as of August 2001.

Written from the 8 story beats below (2001 to 10 Jan 2002), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

2002

10 Jan
TRITON ENERGY LTD terminated the registration of a class of securities, ending its reporting obligation for them.
listing compliance notice
10 Jan
TRITON ENERGY LTD terminated the registration of a class of securities, ending its reporting obligation for them.
listing compliance notice

2001

14 Aug
Hess's $45.00 per share tender offer for Triton expired at midnight on August 13, 2001, with 63,751,116 ordinary shares (about 99.6%, including 22,899,985 covered by guarantees of delivery) validly tendered and not withdrawn, and Hess's Cayman subsidiary accepted all of them for payment. This resolves the open question of whether the 90% minimum would be met; the press release says Hess intends to compulsorily acquire the remaining ordinary shares under Cayman law as soon as the law permits, so that final step is not yet complete. The tendered shares include those issued on conversion of the preference shares held by Hicks Muse.
business combination
3 Aug
Hess reported that the US FTC granted early termination of the antitrust waiting period on July 27, 2001, clearing that condition of the $45.00 tender offer. It also disclosed a July 30 credit agreement with Citibank for a revolving facility that can be drawn once Hess has accepted at least a majority of Triton's shares on a fully diluted basis. The offer had not yet closed as of this filing.
business combination
17 July
Triton filed its formal response to the Hess tender offer at $45.00 per share. It states that if Hess ends up with at least 90% in value, the remaining shares will be compulsorily acquired at the same $45.00. If Hess gets less than 90% (or buys none), Hess can request a court-sanctioned scheme of arrangement paying $45.00 per ordinary share and $180.00 plus unpaid dividends per 8% convertible preference share. The Hicks Muse-led principal shareholders (1,733,573 ordinary and 5,058,685 preference shares) agreed to tender, and as of July 13 there were 38,057,231 ordinary and 5,180,265 preference shares outstanding. The offer is not yet complete. The text provided is truncated, so the board's recommendation in this filing is not visible here, though the July 10 announcement said it was unanimous.
business combination
17 July
Amerada Hess, through its Cayman subsidiary, formally launched its cash tender offer for all Triton ordinary shares at $45.00 each, the price announced on July 10. The offer expires at midnight New York time on August 13, 2001 unless extended, and requires at least 90% of the shares in value to be tendered (Hess may lower this to a majority of votes) plus expiry of the US antitrust waiting period. Triton's main holder group (about 37.7% of shares assuming conversion of its preferred) has agreed to sell, and an Amendment No. 1 to the Acquisition Agreement dated July 17 is also listed. This moves the pending Hess deal from announcement to an open offer; it has not closed.
business combination
10 July
Triton and Amerada Hess announced a definitive agreement for Hess to launch a cash tender offer at $45.00 per share, about $3.2 billion in total including roughly $500 million of assumed Triton debt, a 50% premium to the July 9, 2001 close. Triton's board unanimously recommends acceptance, Hicks Muse (about 38% holder) has irrevocably committed to sell, and closing is expected in the third quarter of 2001, subject to regulatory approvals and customary conditions. The offer has not yet closed.
business combination
10 July
Amerada Hess filed a preliminary notice (a draft, with the subject company name left as a placeholder) that it and a Cayman subsidiary plan a tender offer for Triton's ordinary shares. The filing has no price or terms; the terms are in the companion Triton announcement the same day.
business combination