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be withdrawn, and holders who tender Notes after the Withdrawal Deadline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.
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