August 11, 2016 - 8:00 AM EDT
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Clayton Williams Energy, Inc. Announces Early Results of Tender Offer for Its 7.75% Senior Notes Due 2019

Amends Tender Offer to Extend Early Tender Time

Clayton Williams Energy, Inc. (NYSE:CWEI) (the “Company,” “we” or “us”) announced today that, as of 5:00 p.m., New York City time, on August 10, 2016, it had received tenders of approximately $130.9 million aggregate principal amount of its outstanding 7.75% senior notes due 2019 (CUSIP No. 969490AE1) (the “Notes”), pursuant to the Company’s previously announced cash tender offer for the Notes (the “Tender Offer”). The tenders were at various bid prices within the acceptable bid price range of $880.00 to $950.00 per $1,000 principal amount, and in the aggregate represented approximately 21.8% of the outstanding principal amount of Notes.

The Company also announced that it has amended the terms of the Tender Offer to extend the date and time by which holders of the Notes must validly tender (and not withdraw) Notes in order to receive the Early Tender Premium (as defined below) (the “Early Tender Time”) to the Expiration Time (as defined below). As such, all holders who validly tender and do not withdraw their Notes on or prior to the Expiration Time, and whose Notes are purchased pursuant to the Tender Offer, will be entitled to receive the total consideration payable under the Tender Offer, which includes an “Early Tender Premium” of $30.00 for each $1,000 principal amount of Notes so purchased. Payments for Notes purchased will also include accrued and unpaid interest from the last interest payment date to, but not including, the Settlement Date (as such term is defined in the Offer to Purchase).

On July 28, 2016, the Company commenced the Tender Offer for up to $100,000,000 aggregate principal amount (the “Tender Cap”) of Notes at a purchase price per $1,000 principal amount determined in accordance with the procedures of a modified “Dutch Auction” as more fully described in the Offer to Purchase, dated July 28, 2016 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related letter of transmittal.

The Company has not extended the withdrawal date of 5:00 p.m., New York City time, on August 10, 2016 (the “Withdrawal Deadline”). Since the Withdrawal Deadline has passed, previously tendered Notes can no longer be withdrawn, and holders who tender Notes after the Withdrawal Deadline will not have withdrawal rights. As previously announced, the Tender Offer will expire as at 11:59 p.m., New York City time, on August 29, 2016, unless extended (the “Expiration Time”).

Because the aggregate amount of Notes validly tendered and not withdrawn as of the Withdrawal Deadline is greater than the Tender Cap, the Company will accept Notes validly tendered in the Tender Offer on a prorated basis as described in the Offer to Purchase.

Subject to and in accordance with applicable law, the Company reserves the right to amend, extend or terminate the Tender Offer at any time prior to the Expiration Time.

This announcement amends the Tender Offer as set forth above. Other than the amendments described above, all terms and conditions in the Offer to Purchase remain unchanged.

The complete terms and conditions of the Tender Offer are described in the Offer to Purchase, copies of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer, by calling (877) 732-3617 (U.S. toll-free) or, for banks and brokers, (212) 269-5550. The Tender Offer is subject to satisfaction or waiver of the terms and conditions described in the Offer to Purchase, including the Financing Condition and the Credit Agreement Amendment Condition (as such terms are defined in the Offer to Purchase).

We have retained Goldman, Sachs & Co. to act as the dealer manager in connection with the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to the Liability Management Group of Goldman, Sachs & Co. by calling (800) 828-3182 (U.S. toll-free).

This announcement is not an offer to purchase or a solicitation of an offer to sell with respect to any securities. The Tender Offer is being made solely by the Offer to Purchase dated July 28, 2016. The Tender 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.

Clayton Williams Energy, Inc., incorporated in Delaware in 1991, is an independent oil and gas company engaged in the exploration for and production of oil and natural gas primarily in Texas and New Mexico. We are an oil and gas operator with a strategic focus on developmental drilling in prolific oil shale provinces. We have significant holdings in two of the major oil shale plays in the United States, being the Wolfcamp Shale in the Southern Delaware Basin of West Texas and the Eagle Ford Shale in the Giddings Area of East Central Texas. Additional information may be found at www.claytonwilliams.com. The information on our website is not part of the Offer to Purchase.

Cautionary Statements:

Various statements in this press release, including those that express a belief, expectation or intention, may be considered forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. When we use the words “believe,” “intend,” “expect,” “may,” “should,” “anticipate,” “could,” “estimate,” “plan,” “predict,” “project,” or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this press release, if any, speak only as of the date of this press release. We specifically disclaim all responsibility to publicly update any information contained in a forward-looking statement or any forward-looking statement except as required by law. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the factors discussed in our Form 10-K for the year ended December 31, 2015 under “Risk Factors,” as updated by any subsequent Forms 10-Q, which are on file at the Securities and Exchange Commission.

Clayton Williams Energy, Inc.
Patti Hollums, 432-688-3419
Director of Investor Relations
cwei@claytonwilliams.com
www.claytonwilliams.com
or
Michael L. Pollard, 432-688-3029
Chief Financial Officer


Source: Business Wire (August 11, 2016 - 8:00 AM EDT)

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