GlobalSantaFe Corporation

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GlobalSantaFe Corporation

777 North Eldridge Parkway Suite 1100
Houston, Texas 77079-4493
P.O. Box 4577
Houston, Texas 77210-4577
U.S.A.
Telephone: (281) 596-5100
Fax: (218) 531-1260
Web site: http://www.gsfdrill.com

Public Company
Incorporated: 1946 as Santa Fe Drilling Company
Employees: 8,700
Sales: $1.35 billion (2001)
Stock Exchanges: New York
Ticker Symbol: GSF
NAIC: 213111 Drilling Oil and Gas Wells

GlobalSantaFe Corporation (GSF) is the world’s second largest offshore drilling contractor. It was created by the 2001 merger of Global Marine and Santa Fe International, both companies that trace their earliest roots to the Union Oil Company. Kuwait Petroleum Corp. owns 18 percent of GlobalSantaFe. GSF is the world’s second largest offshore driller after Trans-ocean Inc. GSF operated 58 mobile offshore rigs and 31 land rigs after its formation. The company offers use of its rigs on a turnkey and dayrate basis. The latter provided a rig and crew priced at a daily rate, and accounted for more than 80 percent of GSF’s operating cash flow. GSF also offers drilling management services.

Santa Fe International Formed 1946

Crude oil production was at an all-time high during World War II when oil was needed to fuel the war. To meet the high demand for oil, most oil companies maintained their own drilling departments. However, when the war ended in 1945, the world had more oil than it needed. Many oil companies closed their drilling departments, which were extremely costly to maintain. They decided instead to outsource their drilling to independent contractors, drillers with equipment who could be paid on a per-day basis.

J.D. “Joe” Robinson, a drilling superintendent at Union Oil Company in Santa Fe, California, anticipated the company he worked for would follow suit and shut down its drilling department and outsource their drilling. Robinson planned to start his own drilling company and make an offer to purchase Union’s rigs. He would then bid on Union’s drilling. Robinson’s plan succeeded.

On December 19, 1946, Santa Fe Drilling Company was incorporated. Robinson and 61 drillers he had worked with put up $250,000 of their own money and secured loans for another $600,000. They paid Union $753,000 for their eight rigs. Santa Fe had about $100,000 left over for operating expenses.

Santa Fe set up shop in Union’s former drilling headquarters in Santa Fe, California, but later relocated to Dallas, Texas. During its first years in business, the company kept careful watch over its expenses. Included in the purchase of Union’s equipment and office space was a warehouse that contained several gallons of orange paint. “Not wanting to waste anything, the paint went on rigs, office windows, frames, awnings, signs, and anything else in need of paint.” Santa Fe became known for its orange equipment.

In 1947 the company began drilling wells in California. The following year Santa Fe landed its first international job—drilling a well in Venezuela. A few years later, Santa Fe embarked on its first desert job in the neutral zone between Kuwait and Saudi Arabia. Teams of drillers were hired to work in Tunisia, Iran, and Kuwait. The company was in full swing.

Global Marine Founded 1953

Global Marine was also related to the Union Oil Co. It grew out of the CUSS Group formed in 1946 by the Continental, Union, Shell and Superior oil companies to study the feasibility of drilling off the coast of California. This evolved into the Global Marine Drilling Co. within several years.

The future of offshore drilling looked bright throughout the 1950s. War in the Middle East and new U.S. government import restrictions led to great need for domestic oil production, and petroleum firms were scouring the Gulf of Mexico. The situation changed dramatically in 1958 when the state of Louisiana and the federal government became embroiled in a dispute over the ownership of the tidelands where oil companies were drilling. During the fight lease sales dried up, and the number of drilling rigs in U.S. coastal waters fell from 120 to 40. By this time, Global’s major shareholders were Aerojet-General Corp. and Union Oil Co. of California. With the offshore-drilling market tumbling, a group of employees led by engineers Robert F. Bauer and Almeron Field bought Union’s share of the company.

Within a few years the tidelands dispute was settled, and market conditions changed for the better. Global grew rapidly, going public in 1962. By the mid-1960s it was one of the world’s biggest offshore drilling firms, with rigs off the coasts of Alaska, Nigeria, Australia, Libya, California, and Louisiana and in the Persian Gulf and the North Sea. The firm was not an oil company and did not sell oil. Global rented its rigs and crews to oil companies for offshore drilling. By 1965 the firm’s revenues reached $21.5 million, and all of its rigs were rented for two or more years in advance.

Offshore drilling had not existed until the late 1940s, and rig designs were rapidly becoming more sophisticated, able to work in deeper waters for longer periods, with greater comfort for the crew. While other firms worked on shallow-water platforms using a “jack-up” design, Global put its resources into building a fleet of self-propelled vessels that drilled though wells in their center. The firm believed these vessels had greater speed and flexibility.

Santa Fe Expands: 1950–81

Throughout the next couple of decades, Santa Fe expanded its fleet and territory as quickly as possible, while striving to maintain a high safety record and offer its customers high-quality service. By 1954, Santa Fe had 21 land rigs operating in the United States, Europe, North Africa, South America, and the Middle East. Around the same time, the company began drilling offshore. Santa Fe won a contract in Trinidad to use a land rig hooked up to a jackup barge that would enable it to drill oil offshore.

Santa Fe realized that if it wanted to capitalize on offshore drilling, it needed to design rigs suited for this purpose. In 1957 the company unveiled Blue Water No. 1, its first semi-submersible rig. Blue Water No. 1 enabled the company to drill the first well ever drilled by a semi-submersible rig in the Gulf of Mexico. Two years later, Santa Fe landed a contract for Blue Water No. 2, an enhanced version of Blue Water No. 1. To increase its cash flow, in 1963 Santa Fe entered into a joint venture with the Kuwait Drilling Company.

Despite its ambitious expansion in the preceding decades, Santa Fe knew that the drilling business was precarious at best. The drilling industry was highly competitive and vulnerable to fluctuations in oil and natural gas prices, political turmoil and war in international countries, unfavorable weather conditions, and the extraordinarily high cost of repairing and replacing rigs. The company knew that consolidation was the key to its future success.

In 1981, Santa Fe was acquired by the Kuwait Petroleum Corporation (KPC). KPC was founded in 1980 to help manage Kuwait’s growing oil endeavors and had quickly become a world leader in the oil industry. Its aim was to protect Kuwait’s oil reserves and maximize its revenue.

Global Marine Branches Out in the 1970s

With its core business also doing well, Global branched into related fields. Through its subsidiary Global Engineering Company it began training crews and inspecting ships for the U.S. Navy. It also installed a secret underwater testing site for the Navy’s Polaris missiles. Through another subsidiary it engaged in long-range weather forecasting, usually for other companies involved in ocean exploration. It took core samples of the ocean floor for the National Science Foundation, raised shrimp in Hawaii, and mined for gold off Alaska. Along with other offshore oil companies, Global began to engage in its own oil exploration. It bought interests in the Canadian Arctic and North Sea, where some petroleum companies had found oil. It continued to build drilling vessels, owning 12 by the middle of the 1970s. Sales grew as its fleet expanded, reaching $89 million by 1974.

At about this time, worldwide publicity was briefly turned on Global Marine when it reportedly participated in a covert and controversial attempt to raise a Soviet submarine off the floor of the Pacific Ocean, along with the Central Intelligence Agency and Howard Hughes’s Summa Corporation. The submarine broke in half as it was raised, reportedly spilling nuclear missiles onto the ocean floor.

Company Perspectives:

CULTURE OF COMMITMENT. Our strength comes not only from our equipment but also from our culture. Our commitment to safety, operational excellence, innovation, and ethical business conduct will guide our effort to heighten GlobalSantaFe’s leadership position in the industry. SAFETY in all operations is, and must always be, our top priority. It is a core value that is shared throughout the Company. Our total commitment to an injury-free workplace drives decisions at every level of the Company. Drilling rigs are environments where complacency and negligence cannot be tolerated. Safety requires the vigilance and participation of every member of the GlobalSantaFe family. Protection of human life and our environment is the primary responsibility of every individual throughout our company—on or off the job.

To the Brink and Back: Global Marine in the 1980s

Despite its growing sales and fleet, Global faced trouble because of its heavy reliance on self-propelled vessels, the wisdom of which some industry analysts questioned. The vessels were less stable than other types of rigs in rough seas, and since they cost more to build, they cost more to rent. Because other types of rigs were judged better suited to the North Sea and Gulf of Mexico, Global missed many of the jobs it might have won. As a result, it lost money in 1976 and 1977. Further, it owned one of the oldest fleets in its industry. Finally in 1979, with oil prices rising, Global ordered 17 jack-up rigs for $400 million, to better compete for jobs in shallow waters. To finance its expansion, Global borrowed heavily, leaving it with a 4-to-l debt-to-equity ratio.

At first this seemed a wise plan. Global’s revenues grew from $91 million in 1976 to $456 million in 1982. It paid off substantial amounts of its debt and ordered eight more rigs, to further modernize its fleet. However, oil prices collapsed in the following years, and with an oversupply of natural gas as well, rig rates plummeted by more than 50 percent between 1981 and 1983. In 1983 one of the firm’s drillships, the Glomar China Sea, sank in a typhoon off the coast of China, killing its entire crew of 84. In 1984 Global had to make a $120 million interest payment on its new rigs, at a time when half of its rigs were leased under break-even contracts. President C. Russell Luigs slashed spending and cut exploratory drilling. The firm made stock and bond offerings to raise cash. Its debt-to-equity ratio nevertheless remained at two-to-one.

The market remained soft and Global lost $560 million between 1984 and 1986, forcing it to file for bankruptcy protection in 1986. Daily rates on its rigs had fallen from a peak of $50,000 during the early 1980s to $12,000 by 1986, while 75 percent of its drilling fleet stood idle. Sales dropped from $454 million in 1982 to $225 in 1986. Global’s suspension of $20 million a month in interest payments prior to its bankruptcy essentially saved the company. Luigs gambled that Global’s creditors would not foreclose. Global owed about $1.1 billion to a consortium of eight creditors, and many felt they would be more severely hurt by selling the firm’s assets than by giving it a chance to recover.

Global’s financial situation was extremely complicated because it had borrowed using specific company assets, usually drilling rigs, as collateral for specific loans. However, each rig was financed at different times by different creditors for different interest rates, and this lead to difficulty in coming up with a reorganization plan acceptable to enough of its creditors. The largest creditor was the U.S. Maritime Administration, which had guaranteed $200 million of Global’s debt through federal programs geared toward reducing U.S. dependence on foreign oil.

Drilling picked up somewhat in 1987, but Global still had only about half of its rigs active, mostly in the Gulf of Mexico, while a worldwide oversupply of drilling rigs kept prices low. The firm continued to lose money ($155.6 million in 1988 alone) as it struggled to reorganize.

Global emerged from bankruptcy in early 1989. Ironically, it was again one of the strongest offshore drilling firms. Many of its competitors had also gone bankrupt and had not yet reorganized. Global had dealt with its financial problems, at least temporarily, and it now had one of the largest, most modern, and efficient fleets in the industry. It also had reduced its costs, cutting its workforce to 1,500 from over 3,000 in 1985, and hiring more lower-paid foreign workers. Its creditors traded two-thirds of the firm’s debt for ownership of over 90 percent of the company. Over the next three years, Global only had to pay one year’s interest on its remaining $446 million in debt. Meanwhile, the market had picked up somewhat. Nearly all of Global’s rigs were at work, and the day rate had risen to about $26,000. Yet overall it remained a difficult time, alleviated only briefly in 1990 when oil prices rose in response to Iraq’s invasion of Kuwait.

Global Marine: Setting Records in the 1990s

Under these conditions, Global was able to cut its debt by another $60 million by the end of 1991, aided by the terms of its new debt service agreement. However, company officials felt that this would not be enough to avoid a fiscal crisis by 1995. They resolved to recapitalize Global and cut its debt further. The firm sold one of its smaller jackup rigs for $18 million, and used the money to lessen its debt. The firm’s policy was to retire rigs that were becoming obsolete. It therefore retired the Glomar Biscay semi-submersible rig and the Glomar Atlantic drillship, reducing the average age of its fleet to about ten years. The Biscay was sold for scrap, while the Atlantic was purchased for use outside the drilling industry. Global sold 26 million shares of common stock and $225 million of senior secured notes. These moves decreased Global’s total debt by $142 million.

Key Dates:

1946:: J.D. “Joe” Robinson founds Santa Fe Drilling Company to operate former Union Oil drilling operations.
1953:: Global Marine founded by Aerojet-General Corp., Union Oil Co., et al.
1957:: Santa Fe unveils Blue Water No. 1, its first semi-submersible rig.
1962:: Global Marine goes public.
1968:: Santa Fe is renamed Santa Fe International Corporation.
1974:: Global Marine reportedly helps in failed attempt to recover crashed Soviet sub.
1981:: Kuwait Petroleum Corporation (KPC) acquires Santa Fe.
1986:: Global Marine files Chapter 11.
1991:: Santa Fe receives Galaxy I, a large, harsh-environment jackup rig.
1997:: Santa Fe launches IPO; Global Marine revenues are $1 billion.
1998:: Glomar Explorer sets world drilling depth record of 7,718 feet.
2001:: Global Marine merges with Santa Fe to form GlobalSantaFe.

These financial successes not withstanding, 1992 was another difficult year for Global Marine. The average utilization rate for its rigs declined from 86 percent in 1991 to 78 percent in 1992, while the average day rate fell to $27,600 from $29,300. The North Sea market became particularly weak. The natural gas market also softened, and sales at Challenger Minerals Inc., the firm’s oil and gas subsidiary, fell to $19 million, down from $28 million in 1991. The firm sold an additional 3.9 million shares of stock in January 1993, raising another $7.8 million.

Global Marine trimmed its British North Sea workforce in the early 1990s, but by 1995 conditions there had improved and the company was refurbishing three new acquired jack-up rigs. After losing $27 million in 1993, Global Marine posted profits of $5 million in 1994 and $52 million in 1995.

Tales of Global Marine’s spy sub adventures resurfaced in the 1990s. In 1993, Russia reported that the US sub, dubbed the Glomar Explorer, had in fact recovered two of its nuclear warheads. In 1996, Global Marine signed a 30-year lease with the US Navy and pulled the vessel from its 16-year retirement and converted it to a drilling rig to test prospective drill sites. In November 1998, the Glomar Explorer set a world depth record by drilling in 7,718 feet of water in the Gulf of Mexico.

World demand for oil was 71.6 million barrels per day in 1996, up 25 percent in ten years. Oil rigs capable of drilling in ultra-deep water were most in demand. With record day rates for its rigs and record utilization of them, the year 1996, with revenues of $681 million, was a record one for Global Marine—1997 was even better. Global’s net earnings before special items were $270 million, on revenues were $1.07 billion in 1997. The company claimed it was the first offshore driller to post more than $1 billion in revenues in a year. About 40 percent of revenues came from deep water drilling; the company was preparing to set up a rig at the deepest point ever in the Gulf of Mexico.

New Rigs and an IPO: Santa Fe 1991–2001

Santa Fe believed it could find a niche in the drilling industry in which it would offer services in areas with extremely harsh weather conditions such as winds of up to 100 mph and waves as high as 38 feet. Meeting this demand, however, required the construction of rigs that could stand up to such fierce weather conditions and drill effectively in spite of them.

In 1991 Galaxy I, one of the largest harsh-environment jackup rigs in the world, was built for Santa Fe by Keppel Fels of Singapore. Galaxy II, a $150 million, enhanced version of Galaxy I, was delivered to Santa Fe in 1998 under a five-year contract. The heavy-duty rig earned Santa Fe approximately $130,000 a day.

Santa Fe went public in 1997, selling 35 million shares of common stock. The proceeds from the initial public offering went to KPC (which now held 69 percent of Santa Fe) to help finance its exploration and production in Kuwait. During the same year, Santa Fe announced an agreement with U.K.-based Amoco Exploration Company to provide a new heavy-duty, harsh-weather rig—Galaxy III—for drilling operations in the U.K. sector of the North Sea. Keppel Fels, the company that constructed Galaxy I and II, also constructed Galaxy III. “This is a momentous occasion for Santa Fe,” said Steve Garber, Santa Fe’s president and chief executive officer. “Building a new rig of this caliber is a powerful signal not only of our position in the marketplace, but of the strength of the demand in our industry. We are extremely pleased to expand our longstanding relationship with Amoco through this new addition to our rig fleet.”

Galaxy III reached its destination in the North Sea on December 5, 1999. The new rig was transported from Keppel Fels in Singapore aboard the Transshelf, a heavy-lift ship. Moving such a large rig was not easy, and the journey took 61 days. With the addition of Galaxy III, Santa Fe operated six of the industry’s 17 heavy-duty, harsh equipment jackup rigs.

Around the same time, Santa Fe also landed a three-year contract for a 3,000 horsepower land rig in Kuwait. The $19.5 million rig was larger than any other land rig operating in the Middle East. The rig was named Santa Fe Rig 180 and was equipped with three mud pumps and five diesel engines. Garber commented on the Rig 180 in a company press release: “The addition of Rig 180 to our fleet, coupled with the recent completion of four new land rigs in Venezuela, each with a term contract, reinforces Santa Fe’s confidence in land drilling activities in the major international oil provinces. We have been engaged in land rig operations in the Middle East for forty-seven years and are one of the largest drillers in the area.”

In mid-2000 Santa Fe completed its second public offering of 30 million shares via its immediate parent SFIC Holdings (Cayman) Inc, a wholly owned subsidiary of KPC. As with the first public offering, Santa Fe did not receive the proceeds from the offering; instead, KPC used the proceeds to fund other ventures. After the second public offering, SFIC owned about 44.5 million shares or 39 percent of Santa Fe’s stock.

In 1999 the drilling industry—vulnerable to many uncontrollable factors, including the demand for oil and fluctuations in oil prices—suffered a downturn that affected Santa Fe. That year the company posted a net income of $149.8 million on revenues of $614.2 million, down from its 1998 net income of $287.1 million, posted on revenues of $811.3 million. The company attributed the slip in sales to a sluggish year for the drilling industry as a whole and the cost of new equipment.

In 2000, the company believed that if oil and gas prices remained at or around current levels, the offshore drilling market would improve somewhat in the near future. Santa Fe President and CEO Steve Garber indicated that in the future the company planned to solidify its niche as a harsh-weather driller and would focus on drilling in “deep, difficult, and remote” places. To reach this goal the company was designing a new, high-tech semisubmersible rig. “We are convinced that in the long-term demand for high quality rigs aimed at the deep water field development market will be strong and we intend to be in a good position to take advantage of that demand,” said Garber. Also in 2000, Santa Fe had bid to construct and operate a new winterized rig on a man-made island in the northern Caspian region of Kazakhstan. In 2001, Santa Fe ordered two high-performance jackup rigs and two ultra-deepwater semi-submersible rigs from PPL Shipyard PTE, Ltd. of Singapore.

Global Marine in the Late 1990s

Robert Rose, former CEO of rival Diamond Offshore Drilling, was named to head Global Marine in May 1998 after president and COO John Ryan retired. At the same time, chairman C. Russell Luigs relinquished the title of CEO to Rose, who had started his career at Global Marine in the 1960s.

The company was already being rumored as a takeover target by Santa Fe International. A 1998 downturn in oil prices helped make the company a “sitting duck,” according to Business Week. The two company’s operations seemed to dovetail nicely. Santa Fe was active mostly outside the US, while Global Marine focused on the Gulf of Mexico. In December, Global Marine announced it was seeking merger partners. Consolidation in the energy industry had reduced the company’s number of clients, who were pressuring the company to reduce rates in light of lower prices. In fact, Global Marine had “stacked,” or idled, a handful of its jack-up rigs by the end of the year.

A new drillship, the Glomar Jack Ryan, was rolled out by Global Marine in October 2000. Built over three years at the Harland & Wolff Shipyard in Northern Ireland, this $368 million “elephant hunter” and its predecessor, the Glomar C.R. Luigs, were designed to drill in water up to 12,000 feet. Global Marine was receiving a dayrate of $195,000 for the Jack Ryan under a three-year contract with ExxonMobil Inc.; it began drilling in Trinidad in December 2000. The Glomar C.R. Luigs had begun drilling in the Gulf of Mexico in April 2000 under contract from BHP Petroleum.

Although oil prices had risen again, Global Marine took several cost-cutting measures in 2000 when expected increases in exploration funds were not immediately forthcoming from the major oil companies. (Their exploration and production spending increased from $36 billion to $43 billion in 2001, however.) The company trimmed its IT (information technology) staff 30 percent, shut an operations office in the Netherlands, and cut some administrative positions.

A “Merger of Equals” in 2001

Mirroring the consolidation among large energy firms, the oil field service business itself also underwent a wave of mergers, as firms combined to bolster their bargaining power. Transocean Sedco Forex agreed to buy R&B Falcon in August 2000 in a deal worth $8 billion. In May 2001, Pride International announced the $2 billion acquisition of Marine Drilling.

In September 2001, Global Marine and Santa Fe International agreed to merge in a $3 billion stock swap. Santa Fe, the nominal buyer in this merger of equals, also assumed $900 million in debt in the deal. On December 19, 2001, Global Marine became a subsidiary of Santa Fe International, which changed its name to GlobalSantaFe Corporation.

The union created the world’s second largest offshore drilling contractor. The combined company had more than 100 rigs around the world, including 59 offshore rigs of all classes and 31 land-drilling rigs. It also performed drilling management services in the Gulf of Mexico and the North Sea.

The merger was expected to generate few savings in terms of merging redundant functions, and employment was actually expected to go up as GSF hired more employees to bolster its over tasked engineering departments. The merger did make the combined company more valuable to clients, in that it was able to offer them any type of rig anywhere in the world.

Stedman Garber, Jr., CEO at Santa Fe International, became president and CEO of the new company, while Global Marine’s Robert Rose became chairman.

Headquartered, like Global Marine, in Houston, the new company was incorporated in the tax-friendly Cayman Islands. Santa Fe International had incorporated there in 1990.

GSF had to evacuate 84 crewmembers from one of its offshore drilling rigs in December 2001. The Key Singapore broke free from tugboats ferrying it to Egypt when it encountered a severe storm off the coast of Israel.

GlobalSantaFe reported revenues of $1.35 billion in 2001, including Santa Fe International’s results only for the 42 days from the merger date. Net income was $198.8 million, up from $113.9 million the year before. GlobalSantaFe had 89 active rigs at the end of the year, compared to 33 at the end of 2000. The number of turnkey wells it drilled was down, from 122 to 97. Dayrate contract drilling services accounted for more than 80 percent of GSF’s operating cash flow.

Principal Subsidiaries

Applied Drilling Technology Inc.; Challenger Minerals Inc.; Entities Holdings, Inc.; Geothermal Royalty Holdings, Inc.; GlobalSantaFe Drilling (N.A.) N.V. (Netherlands Antilles); GlobalSantaFe Holding Company (North Sea) Ltd. (U.K.); GlobalSantaFe Operations (Barbados) Inc. (Cayman Islands); Platform Capital N.V. (Netherlands Antilles); Santa Fe Drilling (Nigeria) Limited (60%); Santa Fe Operations (Nigeria) Limited (60%); Santa Fe Drilling Operations, Inc. (Cayman Islands); Santa Fe International Services, Inc. (Panama); Sphere Supply, Inc.