13 Nov 2013quarterly activities report● Neutral
Venoco, Inc. reported quarterly revenue of $80.9 million for the period ended 2013-09-30.
Announcements, explained
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.
2 Aug 2013quarterly activities report● Neutral
Venoco, Inc. reported quarterly revenue of $82.4 million for the period ended 2013-06-30.
2 Aug 2013quarterly activities report● Neutral
Venoco, Inc. reported quarterly revenue of $82.4 million for the period ended 2013-06-30.
14 May 2013quarterly activities report● Neutral
Venoco, Inc. reported quarterly revenue of $87.3 million for the period ended 2013-03-31.
14 May 2013quarterly activities report● Neutral
Venoco, Inc. reported quarterly revenue of $87.3 million for the period ended 2013-03-31.
16 Apr 2013quarterly activities report● Neutral
Venoco, Inc. reported quarterly revenue of $87.3 million for the period ended 2013-03-31.
1 Apr 2013late filing notice▼ Bad
Venoco, Inc. notified the SEC that its annual report would be filed late.
29 Mar 2013debt financing▲ GoodMajor
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.
15 Feb 2013business combination● Neutral
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.
15 Jan 2013listing compliance notice▼ BadMajor
Venoco, Inc. terminated the registration of a class of securities, ending its reporting obligation for them.
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.
21 Dec 2012material agreement● NeutralMajor
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.
7 Nov 2012quarterly activities report● Neutral
Venoco, Inc. reported quarterly revenue of $96.7 million for the period ended 2012-09-30.
7 Nov 2012quarterly activities report● Neutral
Venoco, Inc. reported quarterly revenue of $96.7 million for the period ended 2012-09-30.
9 Oct 2012substantial holder notice● Neutral
Timothy Marquez, Bernadette Marquez, Marquez Trust, Timothy and Bernadette Marquez Foundation reported a Venoco, Inc. shareholding of 29,936,378 shares (100.00% of votes) in a periodic institutional filing.
5 Oct 2012securities registration● Neutral
Venoco, Inc. amended an already-effective registration statement.
5 Oct 2012business combination● NeutralMajor
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.
5 Oct 2012listing compliance notice● NeutralMajor
Venoco, Inc.'s exchange filed to remove a class of its securities from listing.
14 Sept 2012material agreement● Neutral
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.
4 Sept 2012material agreement● Neutral
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.
8 Aug 2012quarterly activities report● Neutral
Venoco, Inc. reported quarterly revenue of $82.5 million for the period ended 2012-06-30.
8 Aug 2012quarterly activities report● Neutral
Venoco, Inc. reported quarterly revenue of $82.5 million for the period ended 2012-06-30.
20 July 2012material agreement● Neutral
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.
13 June 2012material agreement▼ BadMajor
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.
3 May 2012business combination● NeutralMajor
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.
3 May 2012business combination● Neutral
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.
1 May 2012quarterly activities report● Neutral
Venoco, Inc. reported quarterly revenue of $85.4 million for the period ended 2012-03-31.
1 May 2012quarterly activities report● Neutral
Venoco, Inc. reported quarterly revenue of $85.4 million for the period ended 2012-03-31.