Past year: ▲ 28%(6.77 – 12.49 USD)
Each one in plain English, with the numbers worked through for a shareholder.
8 Dec 2009business combination● Neutral
On Dec 8, 2009 Venoco filed a registration statement to exchange the $150 million of 11.50% senior notes due 2017 for identical notes registered with the SEC, as the October registration rights agreement required. No new money is raised and the terms are the same apart from transfer restrictions and registration rights; the offer's expiry date is left blank.
7 Oct 2009debt financing● NeutralMajor
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.
30 Sept 2009material agreement● NeutralMajor
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.
23 June 2009material agreement● Neutral
On June 18, 2009 Venoco signed a seventh amendment to its revolving credit facility, mainly changing the interest rate on borrowings. The borrowing base stays at $125.0 million, which is lower than the $200 million set in the May 2008 amendment (the filing does not say when or why it changed). The filing does not give the new rate.
6 Feb 2009asset acquisition disposition● NeutralMajor
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.
29 Dec 2008material agreement▲ GoodMajor
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.
10 Dec 2008material agreement▲ Good
On Dec 9, 2008 the Marquez Trust paid Venoco $949,249.67, the profit deemed realized under the short-swing trading rule (Section 16(b)) from a Dec 8, 2008 purchase of 750,000 shares at $2.80 and July 14, 2008 sales of 44,945 shares at about $24.00. The money goes to the company.
20 Aug 2008auditor change● Neutral
On Aug 15, 2008 Venoco's audit committee replaced Deloitte & Touche with Ernst & Young as auditor, starting with the 2008 year. Deloitte's 2006 and 2007 reports were clean and there were no disagreements, but Deloitte had told the company of material weaknesses in internal control over financial reporting during 2006. The filing gives no reason for the change.
12 May 2008material agreement▲ Good
On May 9, 2008 Venoco amended its revolving credit facility: the borrowing base rises to $200.0 million (from $125.0 million set in May 2007) and the maturity is extended to March 30, 2011. The maximum debt to EBITDA ratio is raised to 4.0 to 1.0, and the EBITDA to interest and PV-10 to debt covenants are eliminated.
28 June 2007material agreement▲ GoodMajor
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.
25 May 2007material agreement● Neutral
On May 23, 2007 Venoco amended the Marquez Trust's registration rights agreement so shares held by The Marquez Foundation can be included in the company's Form S-3 filed May 24, 2007. The trust and foundation together may include no more than 2,500,000 shares. These are existing holders' shares, so the filing does not say Venoco receives proceeds.
11 May 2007material agreement● NeutralMajor
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.
7 Mar 2007material agreement▲ Good
Effective Mar 1, 2007 Venoco amended its revolving credit agreement to remove the limits on acquisitions (a maximum of $15.0 million a year) and on capital spending (over $50.0 million in a quarter). This removes restrictions added in the October 2006 amendment (inference: the filing does not name that link).
1 Dec 2006material agreement▲ GoodMajor
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.
15 Nov 2006listing compliance notice▲ GoodMajor
the New York Stock Exchange certified Venoco, Inc.'s securities for listing, clearing them to begin trading.
9 Nov 2006material agreement▲ GoodMajor
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.
31 Oct 2006material agreement● Neutral
On Oct 25, 2006 Venoco amended its revolving credit agreement, raising the borrowing base from $200 million to $230 million. Interest on the facility rises by 0.5% until a public offering with net proceeds to the company of at least $200 million is completed, and the amendment adds limits on capital spending and acquisitions and cuts the borrowing base if specified Texas properties (excluding the Hastings complex) are sold. This continues the TexCal-era financing.
31 Aug 2006material agreement▼ BadMajor
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.
12 July 2006material agreement● Neutral
On July 10, 2006 Venoco amended the employment agreements of officers including Schneider, Christofferson, DePuy and Anderson to use the new change-of-control definition and removed the right to resign in a 30-day window after six months following a change of control and still collect severance, so severance now requires a resignation for good reason. It also extended the option amendments and dividend-linked bonus payment agreements (including $0.15 per share for the March 2006 dividend) to the remaining 2000-plan option holders. This continues the June changes for directors.
14 June 2006asset acquisition disposition● Neutral
Venoco filed the financial statements for TexCal that were promised when it reported the March 31, 2006 acquisition, plus unaudited pro forma figures. TexCal's audited 2005 results show oil and gas sales of $82.3 million, net income of $44.6 million and total assets of $174.1 million. This adds detail to the TexCal purchase and changes no terms.
12 June 2006material agreement● Neutral
On June 9, 2006 Venoco amended directors' 2000-plan option agreements to use a new change-of-control definition and replaced their dividend-equivalent right with bonus payment agreements entitling option holders to dividend payments on vested or unvested options. Each director received $6,750 ($0.15 per share) for the March 2006 Carpinteria building dividend. The committee also set 2005 cash bonuses, including $578,000 for Timothy Marquez, $140,773 for President William Schneider, $66,312 for CFO David Christofferson, $63,856 for General Counsel Terry Anderson, $42,054 for COO Mark DePuy and $37,016 for Greg Schrage.
12 May 2006material agreement● Neutral
On May 9, 2006 the sole stockholder approved an amended 2005 stock incentive plan raising the share pool from 1.2 million to 1.7 million shares and redefining change of control, after which outstanding options would generally vest in full. The board also approved a form of option agreement, with options expected to vest over four years (20% at grant, 20% each anniversary). More shares for awards could dilute holders (inference).
4 May 2006material agreement▲ Good
Venoco amended the $350 million second lien term loan on April 28, 2006 (in connection with its syndication), cutting the interest margins to 4.0%-4.5% over LIBOR from 4.5%-5.0%, and amended the revolving credit facility on May 2. The changes also limit certain discretionary bonuses, allow up to $200 million of additional unsecured debt, and say no change of control occurs if Timothy Marquez or his entities keep 30% or more of the voting stock. This continues the TexCal financing and slightly lowers its cost.
3 Apr 2006asset acquisition disposition● NeutralMajor
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.
27 Mar 2006material agreement● Neutral
On March 22, 2006 Venoco paid its sole stockholder, the Marquez trust, a dividend of 100% of the membership interests in subsidiary 6267 Carpinteria Avenue, LLC, which owns the Carpinteria office building Venoco leases. The lease continues at $1.1 million a year (rising 10% in 2009 and another 10% in 2014, expiring 2019), the building loan is non-recourse to Venoco, and the Marquez trust agreed to indemnify Venoco for costs from its indemnity obligations to the lender.
14 Mar 2006capital raising announcement● Neutral
Venoco's board granted Chief Accounting Officer Douglas Griggs options on 40,000 shares at $12.00 per share under the 2005 stock incentive plan, exempt from registration. This is the first award disclosed under the plan adopted in December 2005.
What it means for a shareholder
40,000 new shares at $12.00 to raise about $480,000. Shares on issue before the raise aren't in the record, so the dilution can't be worked out.
Create a free account to see this worked out for your own holding.
8 Mar 2006material agreement termination● NeutralMajor
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.
13 Dec 2005material agreement● Neutral
Venoco adopted a 2005 stock incentive plan covering up to 1.2 million shares of common stock for employees, officers, directors and consultants, and will make no new awards under its 2000 plan. The filing also records a one-to-7,500 stock split effected November 8, 2005, with the 2000 plan options adjusted to match, which explains the earlier per-share option prices in the tens of thousands of dollars. New awards could dilute existing shareholders (inference).
7 Nov 2005financial restatement▼ BadMajor
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.
31 Oct 2005material agreement● Neutral
Venoco signed indemnification agreements with its seven directors (Marquez, Reed, McFarland, O'Donnell, Warren, Brittan and Ortega), promising to cover and advance legal costs from their service to the extent Delaware law allows. This is a governance step, and the filing states no financial amounts.
