Venoco, Inc.

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.

material agreement

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.

debt financing

Venoco, Inc. terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

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.

asset acquisition disposition

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.

material agreement

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.

business combination

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.

asset acquisition disposition

Venoco, Inc.'s exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

material agreement

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.

business combination

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.

business combination

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.

business combination

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.

material agreement

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.

debt financing

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.

material agreement

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).

material agreement

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.

asset acquisition disposition

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.

material agreement

On Oct 7, 2009 Venoco sold $150 million of 11.50% senior notes due 2017 and deposited $159.8 million (net proceeds of $141.0 million plus $18.8 million of revolver borrowings) to discharge its 8.75% notes due 2011, which will be redeemed Dec 15, 2009 at 102.188%. This completes the refinancing flagged on Sept 29; the new notes carry a higher stated rate (11.50% versus 8.75%) and are unsecured, ranking behind the secured revolver and term loan. Venoco must offer to swap them for registered notes within 180 days.

debt financing

On Sept 29, 2009 Venoco amended its revolving credit facility (eighth amendment) so it can issue new senior notes and pay off its existing 8.75% notes due 2011 with the proceeds. A press release says it plans a private offering of $150.0 million of senior unsecured notes due 2017, with revolver borrowings also used. This starts the refinancing of the 2011 notes.

material agreement

On Feb 2, 2009 Venoco closed the sale of its principal interests in the Hastings Complex (Brazoria County, Texas, about 4,600 net acres) to a Denbury Resources subsidiary for about $196.1 million, with a further $4.9 million for surface land and equipment to follow later. This completes the Denbury Hastings arrangement from earlier filings; Venoco keeps a continuing interest and a reversionary interest in Denbury's enhanced recovery project. The pro forma figures assume $100 million of revolver is repaid and $5 million of the second lien loan, and no gain or loss is booked on the sale.

asset acquisition disposition

On Dec 23, 2008 Venoco bought back the 51-acre Carpinteria bluffs property from Carpinteria Bluffs, LLC (an affiliate of the CEO) for $5.3 million, reversing the 2006 dividend of that land to the Marquez Trust. The option on the adjacent ten acres, the ground lease and the development agreement were terminated, which removes the two-acre consolidation right. Venoco says it has plans for a drilling project from the property and may donate part as public open space to get approvals.

material agreement

On June 27, 2007 Venoco signed an underwriting agreement with Credit Suisse and Lehman Brothers to sell 6,100,000 new common shares at $18.50 each, with an option for 915,000 more. Venoco intends to use the proceeds to repay revolving credit facility debt. The directors, certain officers, the Marquez Trust and the Marquez Foundation agreed to a 90-day lock-up on selling stock.

material agreement

On May 7, 2007 Venoco entered a new $500.0 million second lien term loan, borrowed May 8, due May 8, 2014 (earlier, Sept 20, 2011, if the 8.75% notes are not refinanced), at LIBOR plus 4.00%. It used $350.5 million to repay the existing second lien loan, $3.5 million for a prepayment premium and $4.6 million for costs, with the rest paying down the revolver. The revolver's borrowing base was cut to $125.0 million with new interest rates, and the loan terms allow for forming a master limited partnership and require hedging of at least 70% of projected production through May 8, 2010.

material agreement

The conditions on the Denbury Hastings option were met: lenders approved it through a Nov 29, 2006 credit agreement amendment, Denbury confirmed its diligence conditions on Dec 1, 2006, and it paid Venoco the first $37.5 million. This resolves the conditions in the Nov 9 filing; the remaining $12.5 million of the $50.0 million is still due in 2007 and 2008.

material agreement

the New York Stock Exchange certified Venoco, Inc.'s securities for listing, clearing them to begin trading.

listing compliance notice

On Nov 8, 2006 Venoco, through a subsidiary, agreed to give Denbury Resources an option on its interest in the West Hastings Unit and East Hastings field for a CO2 enhanced recovery project, for $50.0 million paid over time ($37.5 million up front, $7.5 million in Nov 2007, $5.0 million in Nov 2008). Denbury cannot exercise before September 2008; if it does, it buys the properties or takes a volumetric production payment and commits at least $178.7 million of spending over five years, while Venoco keeps a 2.0% overriding royalty and a back-in right to about 22.3% of the project. The grant depends on lender approval and Denbury's diligence by Dec 1, 2006, and the filing notes the project carries geologic and CO2-supply risks.

material agreement

On Aug 25, 2006 Venoco gave the Marquez Trust the right to demand registration of its shares for resale (up to three Form S-1 registrations and unlimited Form S-3), with the company paying certain expenses. On July 24 it also declared a dividend of the 51-acre Carpinteria bluffs property (company-estimated value about $5.0 million) to the trust, to be paid only if Chevron and its lenders consent; Venoco would lease it back for $1.00 a year for 20 years. An affiliate of the trust could require Venoco to shrink its operations to two acres, with Venoco estimating about $10 million of cost to do so. The filing says the trust is no longer the sole stockholder, since the Marquez Foundation donated 2.5 million shares to each of two charities on Aug 18, 2006.

material agreement

On March 31, 2006 Venoco completed the acquisition of TexCal Energy (LP) LLC, an onshore Texas Gulf Coast and California Sacramento basin producer with 31.4 MMBOE of proved reserves at year-end 2005, for $456 million in cash. It was funded with a new $350 million second lien term loan (due March 30, 2011) and about $119.5 million drawn on an amended revolving credit facility ($300 million maximum, $200 million initial borrowing base, due March 30, 2009), adding substantial secured debt alongside the 8.75% notes and extending the company beyond its California base into Texas.

asset acquisition disposition

Venoco gave Clearwater Port LLC an option, exercisable from January 1, 2008 to March 1, 2012, to buy or lease its Platform Grace (Santa Clara Federal Unit, offshore California) for an LNG terminal. If Clearwater exercises, Venoco stops activities from the platform and receives fees, including about $12 million a year for the first 800,000 MMBTU per day once operating. This replaces the 2003 Grace platform lease with Crystal Energy, which was assigned to Clearwater and terminated.

material agreement termination

Venoco said its first two 2005 quarterly reports can no longer be relied on and must be restated, because it mishandled the accounting for the March 21, 2005 Marquez Energy acquisition. The fix lowers deferred tax liabilities and raises stockholders' equity, so it is an accounting correction rather than a cash change, and amended 10-Qs will follow.

financial restatement