Each one in plain English, with the numbers worked through for a shareholder.
22 Aug 2013material agreement● NeutralMajor
On August 21, 2013 Venoco paid for $148,565,000 of its $150 million 11.50% senior notes due 2017 tendered by the August 19 consent deadline, at $1,068.75 per $1,000 plus accrued interest, and the indenture amendment removing substantially all restrictive covenants took effect. The tender offer stays open until September 3, 2013. Funding came from a capital contribution by its sole stockholder Denver Parent Corporation, which on August 15 completed a $255 million offering of 12.25%/13.00% senior PIK toggle notes due 2018, using proceeds to repay its own senior secured notes and fund the contribution. On August 20 Venoco also amended its revolver to let it pay cash dividends to the parent of up to $35 million in a rolling four-quarter period. This resolves the status of the 11.50% notes that earlier context left unconfirmed, and shifts some debt to the parent level.
On March 28, 2013 Venoco amended its revolving credit agreement, raising the borrowing base from $175 million to $270 million (lender commitments $268 million) and changing financial covenants: debt to EBITDA capped at 5.75x through September 30, 2013, stepping down to 4.00x by September 30, 2014, plus a new secured debt limit of 2.00x if total debt exceeds 3.75x. It borrowed an extra $107.0 million and used it to repay the entire second lien term loan ($100.3 million) and a $3.0 million prepayment penalty, then terminated that loan. This finishes paying off the term loan taken on for the 2012 take-private, continuing the paydown begun with the December 2012 asset sale. The attached exhibits also include a November 2012 amendment allowing California emissions-credit hedges and waiving a November 1, 2012 reserve report requirement.
On February 13, 2013 Venoco's board amended its bylaws back to match those in effect before the October 2012 merger, and set May 8, 2013 as the date of its annual stockholders meeting. The filing does not explain why a meeting is being held after the take-private, and the merger itself is unchanged.
7 Jan 2013asset acquisition disposition● NeutralMajor
On December 31, 2012 Venoco completed the Sacramento Basin and San Joaquin Valley sale agreed on December 21, for $250 million subject to adjustments. $101M went into escrow pending consents and preferential purchase rights ($73M received two days after closing, the other $28M expected by June 30, 2013). Venoco will use $224M to pay down its second lien term loan and $7M for a prepayment penalty. Pro forma figures show the sold properties accounted for about $40.6M of nine-month 2012 oil and gas sales out of $259.7M, and about $91.9M of 2011's $323.4M. This resolves the sale announced December 21 and starts paying down the term loan taken on for the take-private.
On December 21, 2012 Venoco agreed to sell substantially all of its Sacramento Basin oil and gas properties and some undeveloped San Joaquin Valley leasehold to an unrelated third party for $250 million in cash, subject to adjustments. It expects to use the proceeds to reduce debt. The sale is subject to closing conditions and was not yet complete.
On October 5, 2012 the final amendment to the going-private statement reported the results of the merger. Holders approved it on June 5, 2012 by a majority of all shares and by a majority of shares excluding Marquez and affiliates and insiders. It lists the financing extensions, and says the merger took effect October 3, 2012 at $12.50 cash per share, with Venoco now a wholly owned subsidiary of Parent. Shares stopped trading on the NYSE before the open on October 4, and Venoco plans to deregister. This closes out the vote and closing thread.
5 Oct 2012asset acquisition disposition● NeutralMajor
The Marquez take-private closed on October 3, 2012: Merger Sub merged into Venoco, and each outstanding share (other than those held by Venoco, Parent, Merger Sub and Marquez, and shares of holders who properly demanded appraisal) became the right to receive $12.50 in cash. The deal was funded with a new Citibank-led credit package: a revolver with $156M commitments and $175M borrowing base ($96M drawn) and a $315M second lien term loan (fully drawn, due June 30, 2017), plus $60M of financing at Parent. Venoco asked the NYSE to suspend trading and delist, and plans to file Form 15 to deregister. All directors except Marquez left the board. This resolves the pending merger thread, with the revolver now maturing March 31, 2016 under a new agreement.
On September 13, 2012 Venoco agreed to a further extension of the merger financing deadline, to October 5, 2012, and moved the outside end date to October 8, 2012 (it had been set at September 14). The deal is still unfinished after repeated extensions, and the filing gives no reason.
On August 31, 2012 Venoco agreed to a third extension of the merger financing deadline, to September 13, 2012. The filing now describes Timothy Marquez as Executive Chairman and former CEO, and it is signed by Ed O'Donnell as CEO, so Marquez is no longer CEO (the filing does not say when this changed). The merger is still pending and the filing gives no reason for the extension.
On July 19, 2012 Venoco agreed with Marquez's Denver Parent and Denver Merger Sub to push the merger financing deadline from July 20 to August 31, 2012. The same agreement moves the merger's outside end date earlier, from October 16 to September 14, 2012. This is the second financing extension (after June 12); the filing does not say why, and the merger is still pending.
On June 12, 2012 Venoco, Denver Parent and Denver Merger Sub agreed to extend the merger agreement's 'Financing Date' to July 20, 2012. The filing does not say what the original date was or why it was extended. Financing was already a closing condition for the Marquez take-private, so this suggests the financing was not finished by the original date (an inference). The merger is still pending.
On May 3, 2012 Venoco filed its final proxy statement, setting the special meeting for June 5, 2012 at 7:30 a.m. at the Four Seasons Hotel in Denver, with record date April 11, 2012. Holders will vote on the $12.50 cash merger with Marquez's Denver Parent. It needs a majority of all shares and a majority of shares outside Marquez and affiliates (who hold about 50.32%), and not voting counts as a vote against. The board, with Marquez abstaining, recommends voting for it. This fills in the meeting date left blank in the February draft.
On May 3, 2012 the going-private statement was amended a fourth time, and this time the preliminary-copy box is not checked, which fits the definitive proxy filed the same day. The $12.50 per share price is unchanged and the merger is not yet complete.
On April 24, 2012 the going-private statement was amended a third time, with an amended proxy statement still in preliminary form. The visible text shows the same $12.50 per share price and $395,775,337.50 total, and the merger is still pending.
On April 9, 2012 the going-private statement for the $12.50 per share cash merger with Marquez's Denver Parent was amended a second time. The price and the $395,775,337.50 total are unchanged, the proxy statement is still in preliminary form, and the merger is not complete.
On March 21, 2012 the going-private statement was amended, adding Bernadette Marquez, the Marquez Trust and the Marquez Foundation as filing persons. The Trust and Foundation agreed in a January 16, 2012 letter to contribute their Venoco shares to Denver Parent in exchange for equity in it. The $12.50 per share price is unchanged and an amended proxy statement was filed alongside, still in preliminary form; the merger is not yet complete.
On February 13, 2012 Venoco, Denver Parent, Denver Merger Sub and Timothy Marquez filed the going-private transaction statement required for the $12.50 per share cash merger. It mostly points to the proxy statement filed the same day. It says that after the merger the stock will no longer be publicly traded and converted holders will cease to have any ownership interest, with appraisal rights available. This has not happened yet; the merger still needs the shareholder votes and other conditions.
On February 13, 2012 Venoco filed a preliminary proxy statement for the special meeting to vote on the $12.50 per share cash merger with Marquez's Denver Parent Corporation. The filing sets the deal value at $395,775,337.50 for 31,662,027 shares, with the meeting date and place left blank. Not voting counts the same as voting against the merger. This is the next step on the January 16 merger agreement; nothing in the terms has changed.
On January 16, 2012 Venoco agreed to be bought by its Chairman and CEO Timothy Marquez, through Denver Parent Corporation, for $12.50 per share in cash. Marquez and affiliates already own about 50.3% and the press release says the price is a 63% premium to the January 13 close. Closing needs a vote of a majority of all shares and of shares held outside Marquez and affiliates, plus financing and no material adverse effect. This follows the August 2011 special committee formed to review Marquez's proposal; the 50.3% holding matches the recent ownership filings.
On May 17, 2011 Venoco filed a registration statement to swap up to $500 million of its privately placed 8.875% senior notes due 2019 for identical SEC-registered notes, as the February registration rights agreement required. No new money is raised and the terms are the same apart from transfer restrictions and registration rights; the expiry date is left blank. This follows the same path as the 2009 notes exchange.
On April 15, 2011 Venoco entered a fourth amended and restated revolving credit agreement that extends maturity from January 15, 2013 to March 31, 2016 and raises the maximum loan amount from $300 million to $500 million. The current borrowing base rises from $125 million to $200 million, interest rate terms change and covenants gain some flexibility; the new rates are not given.
On Feb 15, 2011 Venoco sold $500 million of 8.875% senior notes due 2019 in a private placement and then repaid and terminated its second lien term loan. The new notes are unsecured and rank behind the revolver, and Venoco must file an exchange offer registration within 180 days. This replaces the term loan that was due 2014; the filing does not state the amount repaid or say the equity offering funded it, though it notes lenders on the loan took part in the stock offering.
On Feb 8, 2011 Venoco signed an underwriting agreement with Merrill Lynch for a public offering of 4,000,000 common shares, under its shelf registration, with closing set for Feb 14, 2011. This is a stock sale that adds shares for existing holders (price and proceeds not stated). Some underwriters' affiliates are lenders and will receive part of the proceeds, and Venoco agreed to a 90-day lock-up on further stock sales.
On Feb 4, 2011 Venoco and its revolver lenders signed a first amendment and waiver to the December 2009 credit agreement. The filing says the main effect is to permit Venoco to complete an offering of new senior notes; it gives no amounts.
On Oct 12, 2010 Venoco signed an agreement with BMO Capital Markets to sell up to $75.0 million of common stock from time to time at market prices, with BMO paid 1.8% of each sale and no sales before the Q3 2010 10-Q is filed (unless BMO consents). The same filing gave 2010 capital spending of about $220 million (2011: about $200 million) and 2010 production of about 18,600 BOE/d. It also says the first horizontal Monterey Shale well is testing with a very high water cut and will likely be uneconomic. Selling shares could dilute existing holders (inference).
20 May 2010asset acquisition disposition● NeutralMajor
Venoco sold all its producing Texas properties in deals closing April 29, April 30 and May 14, 2010, including its Hastings overriding royalty (bought by Denbury), its Manvel field interests and Gulf Coast properties; the last Gulf Coast sale is expected by June 18, 2010. Net proceeds are expected to be about $103.5 million, and pro forma figures assume $71.7 million goes to the revolver and $31.6 million to the second lien loan. Venoco keeps its 22.3% reversionary working interest in Hastings, and no gain or loss is booked.
On Dec 29, 2009 Venoco filed Amendment No. 1 to its registration statement for the exchange of its 11.50% senior notes due 2017. It is a continuation of the Dec 8 filing with the same $150 million offer; from the text shown it adds no new commercial terms (the page numbers shift slightly, and the registration fee is marked as previously paid).
On Dec 21, 2009 Venoco entered a third amended and restated credit agreement for its revolving credit facility, extending maturity to January 15, 2013 (from March 30, 2011), adding defaulting lender provisions and allowing up to $10 million of investment through unrestricted subsidiaries. The filing gives no borrowing base figure, and the bank group listed is different from the earlier one.
