Each one in plain English, with the numbers worked through for a shareholder.
28 Mar 2022business combination▲ GoodMajor
Vermilion agreed to buy Leucrotta Exploration, a Montney-focused company in northeast British Columbia and northwest Alberta, for a net cash price of $477 million ($1.73 per share), with closing expected in the second half of May 2022. The deal adds 77,000 net acres, 275 identified drilling prospects, and total proved plus probable reserves of 49.5 MMboe; a spun-out ExploreCo (later named in the closing filing as Coelacanth) goes to Leucrotta holders, with Vermilion taking about 12.5% for about $14 million. Vermilion says it was funded from 2022 free cash flow without issuing equity. The release also refers to a previously announced Corrib acquisition expected to close in 2H 2022, and a $1.2 billion net debt target in 2H 2022, with an intended higher return of capital afterwards. This is a new Canadian growth asset and a development of the open Corrib thread: the Corrib deal described here is a further purchase, not the earlier 2019-era 20% interest.
Vermilion reported Q3 2020 fund flows from operations of $115 million, up 40% from the prior quarter, and free cash flow of $83 million; it paid down $55 million on its credit facility. Net debt was $2,136 million, and no dividends were declared in Q3 or Q2 2020 (cash dividends per share were nil in both quarters, against $0.575 year to date). The company says its number one financial priority is debt reduction and that it will sacrifice near-term production growth for it. 2020 production guidance is tightened to 94,000-96,000 boe/d from 94,000-98,000. Year-to-date net loss was $1.46 billion. The release attributes the capital cuts to the commodity price collapse and COVID-19, and says a 2021 capital budget will come early in the new year. This continues the dividend and DRIP threads: the $0.23 monthly payment seen through February 2020 has stopped, and this release does not explain when or why beyond the nil figures.
Vermilion declared its usual $0.23 CDN per share dividend, payable March 16, 2020 to holders of record February 28 (ex-dividend February 27), unchanged. It repeats that the dividend reinvestment plan is being phased out, with available shares cut 25% each quarter from Q1 2020 until eliminated in Q4 2020. The boilerplate yield is about 14.5%, up from 13%, and Corrib is still described as 20%.
Vermilion's transfer agent, Computershare, notified regulators and the NYSE that the annual general and special meeting will be held April 28, 2020 in Calgary, with a March 19, 2020 record date for notice and voting. This resolves the open question of the 2020 meeting date; the notice gives no agenda, so what shareholders will vote on is not stated.
Vermilion declared a $0.23 CDN per share dividend payable February 18, 2020 to holders of record January 31 (ex-dividend January 30), unchanged. It says, as previously announced, that it is phasing out the dividend reinvestment plan during 2020, cutting available DRIP shares by 25% each quarter from Q1 2020 until fully eliminated in Q4 2020, and suggests holders set up reinvestment through their brokers. The yield reads about 13%.
Vermilion declared a $0.23 CDN per share dividend payable January 15, 2020 to holders of record December 31, 2019 (ex-dividend December 30), unchanged. The boilerplate now says it provides 'reliable' dividends, dropping the earlier 'and increasing'; the filing does not explain the change. The yield is about 14%.
Vermilion declared a $0.23 CDN per share dividend payable December 16, 2019 to holders of record November 27 (ex-dividend November 26), unchanged. The boilerplate yield is about 14.5%, up from 14%.
Vermilion declared a $0.23 CDN per share dividend payable November 15, 2019 to holders of record October 31 (ex-dividend October 30), unchanged. The boilerplate yield is about 14%, up from 12.5%.
Vermilion declared a $0.23 CDN per share dividend payable October 15, 2019 to holders of record September 30 (ex-dividend September 27), unchanged. The boilerplate yield eases to about 12.5% from 14%.
Vermilion declared a $0.23 CDN per share dividend payable September 16, 2019 to holders of record August 30 (ex-dividend August 29), unchanged. The boilerplate yield is about 14%, up from 13.5%.
7 Aug 2019security holder rights change▲ GoodMajor
The TSX approved Vermilion's normal course issuer bid, letting it buy back up to 7,750,000 common shares (about 5% of 155,161,464 outstanding at July 31, 2019) from August 9, 2019 to no later than August 8, 2020, with a daily limit of 267,558 shares. Bought shares will be cancelled. Vermilion says it intends to use the bid when it has free cash flow left after dividends, splitting that excess between debt reduction and buybacks. This is the first buyback in the history seen here, a new way of returning cash alongside the dividend. The boilerplate yield jumps to about 13.5% from 9.5%; the filing gives no reason.
Vermilion declared a $0.23 CDN per share dividend payable August 15, 2019 to holders of record July 31 (ex-dividend July 30), unchanged. The boilerplate yield falls to about 9.5% from 10.5%; the filing gives no reason.
Vermilion declared its regular $0.23 CDN per share dividend, payable July 15, 2019 to holders of record June 28 (ex-dividend June 27), unchanged. The boilerplate yield is about 10.5%, up from 9%, and Corrib is still described as 20%; the filing gives no reason for the yield change (with the dividend fixed, it implies a lower share price, an inference).
Vermilion declared a $0.23 CDN per share dividend payable June 17, 2019 to holders of record May 31 (ex-dividend May 30), unchanged. The boilerplate yield is about 9%, up from 8%, and Corrib is still described as 20%.
Vermilion declared a $0.23 CDN per share dividend payable May 15, 2019 to holders of record April 30 (ex-dividend April 29), unchanged. The boilerplate yield is about 8%, down from 8.5%, and Corrib is still described as 20%.
Vermilion declared a $0.23 CDN per share dividend payable April 15, 2019 to holders of record March 29 (ex-dividend March 28), unchanged. The boilerplate now says Vermilion 'holds' a 20% Corrib interest, dropping the earlier 'currently' wording, with the yield at about 8.5%.
Vermilion declared a $0.23 CDN per share dividend payable March 15, 2019 to holders of record February 28 (ex-dividend February 27), unchanged. The boilerplate continues to state a 20% Corrib interest and a yield of about 8.5%.
Vermilion declared a $0.23 CDN per share dividend payable February 15, 2019 to holders of record January 31 (ex-dividend January 30), unchanged. The boilerplate now says Vermilion holds a 20% working interest in Corrib, up from 18.5%, which matches the 20% stake planned in the 2017 Corrib deal (inference that the deal closed; the filing does not say so). The yield reads about 8.5%.
Vermilion declared a $0.23 CDN per share dividend payable January 15, 2019 to holders of record December 31, 2018 (ex-dividend December 28), unchanged. The boilerplate yield rises again to about 9.5% from 8.5%; the filing gives no reason, but with the dividend fixed this implies a lower share price (inference).
Vermilion declared a $0.23 CDN per share dividend payable December 17, 2018 to holders of record November 30 (ex-dividend November 29), unchanged. The boilerplate yield rises to about 8.5% from 7%. With the dividend fixed, a higher stated yield implies a lower share price (an inference; the filing gives no reason).
Vermilion declared a $0.23 CDN per share dividend payable November 15, 2018 to holders of record October 31 (ex-dividend October 30), unchanged. The boilerplate yield rises to about 7% from 6.5%; the filing gives no reason.
Vermilion declared a $0.23 CDN per share dividend payable October 15, 2018 to holders of record September 28 (ex-dividend September 27), unchanged. The boilerplate yield stays at about 6.5%.
Vermilion declared its regular $0.23 CDN per share dividend, payable September 17, 2018 to holders of record August 31 (ex-dividend August 30), unchanged from the raised rate set in April. The boilerplate yield reads about 6.5% (from 5.5% in the prior month's filing) and still describes Corrib as an 18.5% interest.
Vermilion filed the required business acquisition report on the Spartan purchase, which closed May 28, 2018. Shares were valued at $1.23 billion using a $44.30 TSX closing price that day, and Spartan was amalgamated into Vermilion. Reserves at Dec 31, 2017 are 73.0 mmboe proved and 113.5 mmboe proved plus probable for Spartan, and 249.5 and 412.0 mmboe combined. About 1,000 drilling locations are identified (382 proved, 154 probable, the rest unbooked). 2018 guidance is 86,000-90,000 boe/d (from 75,000-77,500) and the capital budget $430 million (from $325 million). The counterparty was not a related party.
Vermilion declared a $0.23 CDN per share dividend payable August 15, 2018 to holders of record July 31 (ex-dividend July 30), unchanged. The boilerplate yield is about 5.5% (from 6.0%), and the stated share held by employees and directors fell to about 5% from 6.5%; the filing gives no reason for the change.
Vermilion declared a $0.23 CDN per share dividend payable July 16, 2018 to holders of record June 29 (ex-dividend June 28). It also confirmed the DRIP amendment removing the 2% discount on reinvested dividends, which it had said it would do after the Spartan closing; other DRIP terms are unchanged.
Vermilion closed the Spartan acquisition on May 28, 2018, ahead of the roughly June 15 date expected, for $1.40 billion: $1.23 billion in shares plus about $175 million of assumed debt. It issued 27.9 million new Vermilion shares at 0.1476 per Spartan share, so existing shareholders now own a smaller slice of a larger company. Spartan brings about 480,000 net acres and about 23,000 boe/d projected for 2018 (91% oil). Vermilion also extended its revolving credit facility to May 31, 2022 and raised it to $1.6 billion from $1.4 billion. This resolves the main open Spartan thread.
Vermilion declared a $0.23 CDN per share dividend payable June 15, 2018 to holders of record May 31 (ex-dividend May 30), the same raised rate announced in April. The boilerplate yield is about 6.0%.
Vermilion filed the formal Spartan Energy arrangement agreement (dated April 16, 2018) and a material change report, following the deal announced that day. Terms match the announcement: 0.1476 Vermilion share per Spartan share, a $40 million non-completion fee payable by either side in certain circumstances, and approval needed from 66 2/3% of votes cast by Spartan shareholders plus a minority vote, court, Competition Act, TSX and NYSE approvals. Spartan's meeting is expected May 25, 2018, with closing shortly after; Spartan's directors and officers have agreed to vote in favour.
Vermilion agreed to acquire Spartan Energy Corp., a public southeast Saskatchewan oil producer (~23,000 boe/d, 91% oil), for about $1.40 billion: $1.23 billion in Vermilion shares plus ~$175 million of assumed debt. Spartan holders get 0.1476 of a Vermilion share per share (about $6.50, a 5% premium), so existing Vermilion shareholders are diluted by the new share issuance. There is a $40 million reciprocal break fee, and closing is expected around June 15, 2018 subject to court, Spartan shareholder, TSX/NYSE and regulatory approvals. Vermilion says it is accretive per share (production 7%, fund flows 15%, 2P reserves 13%). 2018 production guidance rises to 86,000-90,000 boe/d and the capital budget to $430 million. It also intends to eliminate the 2% DRIP discount starting with the dividend payable July 16, 2018. This is a large expansion of the southeast Saskatchewan position begun with Elkhorn and the January 2018 private acquisition.
