Each one in plain English, with the numbers worked through for a shareholder.
24 Apr 2012business combination● Neutral
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.
Timothy Marquez, Bernadette Marquez, Marquez Trust, Timothy and Bernadette Marquez Foundation reported a Venoco, Inc. shareholding of 31,005,873 shares (50.33% of votes) in a periodic institutional filing.
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.
Timothy Marquez, Bernadette Marquez, Marquez Trust, Timothy and Bernadette Marquez Foundation reported a Venoco, Inc. shareholding of 31,005,873 shares (50.32% of votes) in a periodic institutional filing.
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).