OKLAHOMA CITY, April 18, 2012 (GLOBE NEWSWIRE) -- Chaparral Energy, Inc. announced today that it has commenced a cash tender offer (the "Offer") for any and all of the outstanding $325,000,000 aggregate principal amount of its 8.875% senior notes due 2017 (CUSIP No. 15941RAF7) (the "Notes") and a solicitation of consents to certain proposed amendments to the indenture governing the Notes (the "Indenture").
The Offer is scheduled to expire at 12:01 a.m., New York City time, on May 16, 2012, unless extended or earlier terminated (the "Expiration Time"). Holders who validly tender their Notes and provide their consents to the amendments to the Indenture before 5:00 p.m., New York City time, on May 1, 2012, unless extended (the "Consent Expiration"), will be eligible to receive the Total Consideration (as defined below). The Offer contemplates an early settlement, so that holders whose Notes are validly tendered and not validly withdrawn prior to the Consent Expiration and accepted for purchase may receive payment as early as May 2, 2012. Tenders of Notes may be validly withdrawn and consents may be validly revoked until the Withdrawal Time (defined below).
The "Total Consideration" for each $1,000 principal amount of Notes validly tendered and not validly withdrawn prior to the Consent Expiration is $1,048.13, which includes a consent payment of $30 per $1,000 principal amount of Notes. Holders tendering after the Consent Expiration will be eligible to receive only the "Tender Offer Consideration," which is $1,018.13 for each $1,000 principal amount of Notes, and does not include a consent payment. Holders whose Notes are purchased in the Offer will also receive accrued and unpaid interest from the most recent interest payment date for the Notes to, but not including, the applicable payment date. Subject to the satisfaction of certain conditions, holders who validly tender and do not validly withdraw their Notes before the Consent Expiration will be eligible to receive payment on the initial payment date, which is expected to be on or about May 2, 2012, and holders who validly tender their Notes after the Consent Expiration and prior to the Expiration Time will be eligible to receive payment on the final payment date which is expected to be May 16, 2012.
In connection with the Offer, Chaparral is soliciting consents to certain proposed amendments to the Indenture. Holders may not tender their Notes without delivering consents or deliver consents without tendering their Notes. No consent payments will be made in respect of Notes tendered after the Consent Expiration. Following receipt of the consent of holders of at least a majority in aggregate principal amount of the Notes, Chaparral will execute a supplemental indenture to amend the Indenture to eliminate substantially all of the restrictive covenants and certain events of default in the Indenture.
Tendered Notes may be withdrawn and consents may be revoked before 5:00 p.m., New York City time, on May 1, 2012, unless extended (the "Withdrawal Time"), but generally not afterwards. Any extension, termination or amendment of the Offer will be followed as promptly as practicable by a public announcement thereof.
The Offer is subject to the satisfaction of certain conditions including: (1) receipt of consents to the amendments to the Indenture from holders of a majority in principal amount of the outstanding Notes, (2) execution of a supplemental indenture effecting the amendments, (3) consummation of a new capital markets debt financing raising proceeds in an amount sufficient to fund the Offer and (4) certain other customary conditions.
The complete terms and conditions of the Offer are described in the Offer to Purchase and Consent Solicitation Statement dated April 18, 2012, copies of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent for the Offer, at (800) 431-9643 (US toll-free) or, for banks and brokers, (212) 269-5550.
Chaparral has engaged Credit Suisse Securities (USA) LLC to act as the exclusive dealer manager and solicitation agent in connection with the Offer. Questions regarding the terms of the Offer may be directed to Credit Suisse Securities (USA) LLC at (800) 820-1653 (US toll-free) and (212) 538-2147 (collect).
This announcement is not an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to any securities. The Offer is being made solely by the Offer to Purchase and Consent Solicitation Statement dated April 18, 2012. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
ABOUT CHAPARRAL
Founded in 1988, Chaparral Energy, Inc. is a growing independent oil and natural gas production and exploitation company, headquartered in Oklahoma City. The company is an oil focused company and one of the largest oil producers in the State of Oklahoma. The long term growth of the company is positioned to come from its development of CO2 EOR operations, with near term growth coming from drilling activities. The company holds a significant acreage position in the liquids rich Northern Oklahoma Mississippi Play, along with several other developing plays in the Mid-Continent and Permian Basin.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release includes "forward-looking statements." All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect our operations, financial performance, and other factors as discussed in our filings with the Securities and Exchange Commission. Among the factors that could cause results to differ materially are those risks discussed in the periodic reports we file with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2011. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading "Risk Factors." We do not undertake any duty to update any forward-looking statement except as required by law.