15 Nov 2006listing compliance notice▲ GoodMajor
the New York Stock Exchange certified Venoco, Inc.'s securities for listing, clearing them to begin trading.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
14 Nov 2006securities registration● Neutral
Venoco, Inc. filed a free-writing prospectus - marketing material for an offering in progress.
14 Nov 2006securities registration● Neutral
Venoco, Inc. amended a filing by which it registered a securities offering with the SEC.
9 Nov 2006securities registration● Neutral
Venoco, Inc. filed a free-writing prospectus - marketing material for an offering in progress.
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 Oct 2006securities registration● Neutral
Venoco, Inc. amended a filing by which it registered a securities offering with the SEC.
18 Sept 2006securities registration● Neutral
Venoco, Inc. amended a filing by which it registered a securities offering with the SEC.
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.
18 July 2006securities registration● Neutral
Venoco, Inc. amended a filing by which it registered a securities offering with the SEC.
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.
13 June 2006securities registration● Neutral
Venoco, Inc. amended a filing by which it registered a securities offering with the SEC.
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.
7 June 2006securities registration● Neutral
Venoco, Inc. filed a free-writing prospectus - marketing material for an offering in progress.
16 May 2006late filing notice▼ Bad
Venoco, Inc. notified the SEC that its quarterly report would be filed late.
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).
12 May 2006securities registration● Neutral
Venoco, Inc. filed a free-writing prospectus - marketing material for an offering in progress.
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.
3 Apr 2006late filing notice▼ Bad
Venoco, Inc. notified the SEC that its annual report would be filed late.
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.
21 Feb 2006securities registration● Neutral
Venoco, Inc. amended a filing by which it registered a securities offering with the SEC.
27 Dec 2005securities registration● Neutral
Venoco, Inc. filed a free-writing prospectus - marketing material for an offering in progress.
20 Dec 2005securities registration● Neutral
Venoco, Inc. registered a securities offering with the SEC.
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).
15 Nov 2005late filing notice▼ Bad
Venoco, Inc. notified the SEC that its quarterly report would be filed late.
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.