Contango Oil & Gas Company (“Contango”) (NYSE American: MCF)
and Mid-Con Energy Partners, LP (“Mid-Con”) (NASDAQ: MCEP) today
announced that the Mid-Con consent process will conclude on January
6, 2021.
On December 18, 2020, the holders of common
units representing limited partner interests in Mid-Con (“Mid-Con
Common Units”) which holders beneficially own a majority of the
outstanding Mid-Con Common Units, and which are parties to the
Voting and Support Agreement, dated as of October 25, 2020,
delivered a written consent (i) adopting and approving in all
respects the Merger Agreement and the transactions contemplated
thereby, including the Merger and (ii) approving the amendment and
restatement of the Mid-Con Energy Partners, LP Long-Term Incentive
Program (the “Program”). The delivery of these consents is
sufficient to adopt the Merger Agreement, and thereby approve the
acquisition of Mid-Con by Contango, and to approve the amendment
and restatement of the Program without the receipt of written
consents from any other holder of Mid-Con Common Units.
Contango and Mid-Con expect the closing of the
merger to occur on January 21, 2021, subject to the satisfaction or
waiver of the remaining customary conditions to closing.
About Contango
Contango Oil & Gas Company is a
Houston, Texas based, independent oil and natural gas company whose
business is to maximize production and cash flow from its offshore
properties in the shallow waters of the Gulf of Mexico and onshore
properties in Texas, Oklahoma, Louisiana and Wyoming and, when
determined appropriate, to use that cash flow to explore, develop,
and increase production from its existing properties, to acquire
additional PDP-heavy crude oil and natural gas properties or to pay
down debt. Additional information is available on the Company’s
website at http://contango.com. Information on our website is not
part of this release.
About Mid-Con
Mid-Con Energy is a publicly held Delaware
limited partnership formed in July 2011 to own, acquire and develop
producing oil and natural gas properties in North America, with a
focus on Enhanced Oil Recovery. Mid-Con Energy’s core areas of
operation are located primarily in Oklahoma and Wyoming. For more
information, please visit Mid-Con Energy’s website at
www.mceplp.com.
Cautionary Statement Regarding
Forward-Looking Information
This communication contains forward-looking
statements within the meaning of Section 27A of the Securities
Act of 1933, and Section 21E of the Securities Exchange Act of
1934, as amended. These statements are based on Contango’s and
Mid-Con’s current expectations. The words and phrases “should”,
“could”, “may”, “will”, “believe”, “plan”, “intend”, “expect”,
“potential”, “possible”, “anticipate”, “estimate”, “forecast”,
“view”, “efforts”, “goal,” “opportunity” and similar expressions
identify forward-looking statements and express Contango’s and
Mid-Con’s expectations about future events. All statements, other
than statements of historical facts, included in this communication
that address activities, events or developments that Contango
expects, believes or anticipates will or may occur in the future
are forward-looking statements. Such statements are subject to a
number of assumptions, risks and uncertainties, many of which are
beyond Contango’s and Mid-Con’s control. Consequently, actual
future results could differ materially from Contango’s and
Mid-Con’s expectations due to a number of factors, including, but
not limited to: the risk that Contango’s and Mid-Con’s businesses
will not be integrated successfully; the risk that the cost
savings, synergies and growth from the Proposed Merger may not be
fully realized or may take longer to realize than expected; the
diversion of management time on transaction-related issues; the
effect of future regulatory or legislative actions on the companies
or the industries in which they operate; the risk that the credit
ratings of the combined company or its subsidiaries may be
different from what the companies expect; the risk that a condition
to closing of the Proposed Merger may not be satisfied; the length
of time necessary to consummate the Proposed Merger, which may be
longer than anticipated for various reasons; potential liability
resulting from pending or future litigation; changes in the general
economic environment, or social or political conditions, that could
affect the businesses; the potential impact of the announcement or
consummation of the Proposed Merger on relationships with
customers, suppliers, competitors, management and other employees;
the effect of this communication of the Proposed Merger on
Contango’s stock price or Mid-Con’s unit price; the ability to hire
and retain key personnel; reliance on and integration of
information technology systems; the risks associated with
assumptions the parties make in connection with the parties’
critical accounting estimates and legal proceedings; the volatility
of oil, gas and natural gas liquids (“NGL”) prices; uncertainties
inherent in estimating oil, gas and NGL reserves; the impact of
reduced demand for our products and products made from them due to
governmental and societal actions taken in response to the COVID-19
pandemic; the uncertainties, costs and risks involved in Contango’s
and Mid-Con’s operations, including as a result of employee
misconduct; natural disasters, pandemics, epidemics (including
COVID-19 and any escalation or worsening thereof) or other public
health conditions; counterparty credit risks; risks relating to
Contango’s and Mid-Con’s indebtedness; risks related to Contango’s
and Mid-Con’s hedging activities; competition for assets,
materials, people and capital; regulatory restrictions, compliance
costs and other risks relating to governmental regulation,
including with respect to environmental matters; cyberattack risks;
Contango’s and Mid-Con’s limited control over third parties who
operate some of their respective oil and gas properties; midstream
capacity constraints and potential interruptions in production; the
extent to which insurance covers any losses Contango and Mid-Con
may experience; risks related to investors attempting to effect
change; general domestic and international economic and political
conditions, including the impact of COVID-19; and changes in tax,
environmental and other laws, including court rulings, applicable
to Contango’s and Mid-Con’s business.
The financial and operational update provided in
this release represents management’s current estimates. Neither
Contango’s nor Mid-Con’s results for the third quarter are final
until such results are published in Contango’s and Mid-Con’s Forms
10-Q filed with the SEC, and the final results may differ from the
estimates presented in this release.
In addition to the foregoing, the COVID-19
pandemic and its related repercussions have created significant
volatility, uncertainty and turmoil in the global economy and
Contango’s and Mid-Con’s industry. This turmoil has included an
unprecedented supply-and-demand imbalance for oil and other
commodities, resulting in a swift and material decline in commodity
prices in early 2020. Contango’s and Mid-Con’s future actual
results could differ materially from the forward-looking statements
in this communication due to the COVID-19 pandemic and related
impacts, including, by, among other things: contributing to a
sustained or further deterioration in commodity prices; causing
takeaway capacity constraints for production, resulting in further
production shut-ins and additional downward pressure on impacted
regional pricing differentials; limiting Contango’s and Mid-Con’s
ability to access sources of capital due to disruptions in
financial markets; increasing the risk of a downgrade from credit
rating agencies; exacerbating counterparty credit risks and the
risk of supply chain interruptions; and increasing the risk of
operational disruptions due to social distancing measures and other
changes to business practices. Additional information concerning
other risk factors is also contained in Contango’s and Mid-Con’s
most recently filed Annual Reports on Form 10-K, subsequent
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
other SEC filings.
Many of these risks, uncertainties and
assumptions are beyond Contango’s and Mid-Con’s ability to control
or predict. Because of these risks, uncertainties and assumptions,
you should not place undue reliance on these forward-looking
statements. Nothing in this communication is intended, or is to be
construed, as a profit forecast or to be interpreted to mean that
earnings per share or unit of Contango and Mid-Con, as applicable,
for the current or any future financial years or those of the
combined company will necessarily match or exceed the historical
published earnings per share or unit of Contango and Mid-Con, as
applicable. Contango and Mid-Con do not give any assurance
(1) that either Contango or Mid-Con will achieve their
expectations, or (2) concerning any result or the timing
thereof, in each case, with respect to the Proposed Merger or any
regulatory action, administrative proceedings, government
investigations, litigation, warning letters, consent decree, cost
reductions, business strategies, earnings or revenue trends or
future financial results.
All subsequent written and oral forward-looking
statements concerning Contango, Mid-Con or the Proposed Merger, the
combined company or other matters and attributable to Contango,
Mid-Con or any person acting on their behalf are expressly
qualified in their entirety by the cautionary statements above.
Contango and Mid-Con assume no duty to update or revise their
respective forward-looking statements based on new information,
future events or otherwise.
Contact:
Contango Oil & Gas Company Farley Dakan
– (817) 502-6254 President
Additional Information and Where to Find
It
This communication may be deemed to be
solicitation material in respect of the proposed merger (the
“Proposed Merger”). The Securities and Exchange Commission (“SEC”)
has declared effective the Registration Statement on Form S-4
(Registration No. 333-250862) filed by Contango with the SEC on
November 22, 2020 (as amended on December 4, 2020 and December 18,
2020, the “Registration Statement”). INVESTORS AND SECURITY HOLDERS
ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE joint consent
statement/information statement/prospectus THAT IS PART OF THE
REGISTRATION STATEMENT, BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED TRANSACTION. The final joint consent
statement/information statement/prospectus was first mailed to
holders of Mid-Con Common Units on or about December 18, 2020.
Investors and security holders are able to obtain the documents
free of charge at the SEC’s website, www.sec.gov, from Mid-Con at
www.mceplp.com or by directing a request to Mid-Con’s Investor
Relations Department at MSA.OwnerRelations@Contango.com or Contango
at www.contango.com or by directing a request to Contango’s
Investor Relations Department at
investorrelations@contango.com.
Participants in the
Solicitation
Mid-Con, Contango and certain of their
respective executive officers, directors, other members of
management and employees may, under the rules of the SEC, be deemed
to be “participants” in a solicitation in connection with the
Proposed Merger. Information regarding Mid-Con’s directors and
executive officers is available in its Annual Report on Form 10-K
for the year ended December 31, 2019, filed with the SEC on
March 12, 2020 and its Current Reports on Form 8-K, filed with
the SEC on June 10, 2020 and August 6, 2020. Information
regarding Contango’s directors and executive officers is available
in its Proxy Statement on Schedule 14A for its 2020 Annual Meeting
of Shareholders, filed with the SEC on April 28, 2020 and in
its Annual Report on Form 10-K for the year ended December 31,
2019, filed with the SEC on March 20, 2020. These documents
may be obtained free of charge from the sources indicated above.
Other information regarding the participants and a description of
their direct and indirect interests, by security holdings or
otherwise, is contained in the Registration Statement, the Consent
Statement/Proxy Statement/Prospectus and other relevant materials
relating to the Proposed Merger filed with the SEC. Shareholders,
unitholders, potential investors and other readers should read the
Consent Statement/Proxy Statement/Prospectus carefully before
making any voting or investment decisions.
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