PostRock to Buy Stake in Constellation Energy Partners
21 Giugno 2011 - 10:22PM
PostRock Energy Corporation (Nasdaq:PSTR)
("PostRock") today announced that it had agreed to purchase all of
Constellation Energy Group, Inc.'s (NYSE:CEG) interests in
Constellation Energy Partners LLC (NYSE:CEP). PostRock will acquire
5,918,894 Class B Member Interests, representing approximately
24.5% of that class along with all outstanding Class A, Class C and
Class D Member Interests.
In the transaction, PostRock will receive all of CEG's voting
rights, including its right to appoint two of the five members of
CEP's Board. CEG will receive consideration comprised of
$11.25 million of cash, $11.25 million of PostRock common stock and
warrants to acquire an additional 1.5 million shares of PostRock
common stock at a premium to market. Closing is subject to
approval of the transaction by the independent directors of CEP and
a vote by PostRock's shareholders. In the PostRock vote, White
Deer has pledged the support of its 45% voting
interest. PostRock and CEP both have the majority of their
assets and operations in the Cherokee Basin of Kansas and
Oklahoma.
Commenting on the announcement, Terry W. Carter, PostRock's
newly appointed Interim President, said, "With virtually all of the
burden of PostRock's history now behind us, we have the ability to
focus on the long-term potential of the Company and its asset
base. As one of our stated objectives is to pursue increased
efficiency in our Cherokee Basin assets and to work on
consolidating operations in the Basin, we believe this transaction
could prove significant. It should help us find ways to work
with the second largest producer in the Basin."
PostRock Energy Corporation is engaged in the acquisition,
exploration, development, production and transportation of oil and
natural gas, primarily in the Cherokee Basin of Kansas and
Oklahoma. The Company owns and operates over 3,000 wells and nearly
2,200 miles of gas gathering lines in the Basin. It also owns a
1,120 mile interstate natural gas pipeline, which transports
natural gas from northern Oklahoma and western Kansas to Wichita
and Kansas City.
The PostRock Energy Corp. logo is available at
http://www.globenewswire.com/newsroom/prs/?pkgid=7221
Forward-Looking Statements
Opinions, forecasts, projections or statements, other than
statements of historical fact, are forward-looking statements that
involve risks and uncertainties. Forward-looking statements in this
announcement are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Although the
Company believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance
that such expectations will prove to be correct. Actual results may
differ materially due to a variety of factors, some of which may
not be foreseen by the Company. These risks and other risks are
detailed in the Company's filings with the Securities and Exchange
Commission, including risk factors listed in the Company's Annual
Report on Form 10-K and other filings with the SEC. The Company's
filings with the SEC may be found at www.pstr.com or www.sec.gov.
By making these forward-looking statements, the Company undertakes
no obligation to update these statements for revisions or changes
after the date of this release.
Important Additional Information will be Filed with the
SEC
PostRock plans to seek approval for the issuance of shares of
PostRock's common stock and warrants to purchase shares of
PostRock's common stock to Constellation Energy Commodities Group,
Inc. ("CECG") pursuant to the Purchase Agreement by and among
PostRock, CECG, Constellation Energy Partners Management, LLC and
Constellation Energy Partners Holdings, LLC, dated June 17, 2011
(the "Purchase Agreement") at a special meeting of PostRock's
stockholders. The proxy statement that PostRock plans to file
with the SEC and mail to its stockholders in connection with the
special meeting of stockholders will contain important information
about PostRock, the transactions contemplated by the Purchase
Agreement and the other corporate matters described
therein. Investors and security holders are urged to read the
proxy statement carefully when it is available before making any
voting or investment decision with respect to the issuance of
additional shares of PostRock's common stock and warrants to
purchase shares of PostRock's common stock to CECG.
Investors and security holders will be able to obtain free
copies of the proxy statement and other documents filed with the
SEC by PostRock through the web site maintained by the SEC at
www.sec.gov. In addition, investors and security holders will
be able to obtain free copies of the proxy statement from PostRock
by contacting the corporate Secretary at our principal executive
offices, 210 Park Avenue, Suite 2750, Oklahoma City, Oklahoma
73102, telephone number (405) 600-7704.
The Company and its directors and executive officers, may be
deemed to be participants in the solicitation of proxies with
respect to the issuance of shares of PostRock's common stock and
warrants to purchase shares of PostRock's common stock to CECG and
the other corporate matters set forth in the proxy
statement. Information regarding PostRock's directors and
executive officers and their ownership of Company stock is
contained in PostRock's proxy statement for its 2010 annual meeting
of stockholders which was filed with the SEC on March 18,
2011. Investors and security holders may obtain additional
information regarding the direct and indirect interests of PostRock
and its directors and executive officers with respect to the
proposed issuance of shares of PostRock's common stock and warrants
to purchase shares of PostRock's common stock to CECG by reading
the proxy statement and other filings referred to above.
CONTACT: Jack Collins
Chief Financial Officer
(405) 702-7460
North Whipple
Manager, Corporate Development & Investor Relations
(405) 702-7423
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