Clayton Williams Energy, Inc. Announces Results of Special Meetings of Limited Partners of Southwest Royalties Partnerships
March 07 2012 - 5:25PM
Business Wire
Clayton Williams Energy, Inc. (“CWEI”) (NASDAQ:CWEI) announced
that at a special meeting of limited partners held today, each of
the 24 limited partnerships for which its wholly owned subsidiary,
Southwest Royalties, Inc. (“SWR”) serves as the general partner
(the “SWR Partnerships”) approved an agreement and plan of merger
dated as of October 28, 2011, pursuant to which each SWR
Partnership will merge into SWR, with SWR being the surviving
entity in the merger. Upon consummation of the mergers, the limited
partner interests in each of the SWR Partnerships, other than those
held by SWR, will be converted into the right to receive cash. SWR
will not receive any cash payment for its partnership interests in
the SWR Partnerships. However, as a result of the mergers, SWR will
acquire 100% of the assets and liabilities of the SWR
Partnerships.
Payments for merger consideration to limited partners
aggregating approximately $38.6 million are expected to be mailed
promptly after the closing of the mergers, which is scheduled for
March 14, 2012. CWEI expects to obtain the funds to finance the
aggregate merger consideration by conveying a volumetric production
payment on certain properties acquired in the mergers to a
bank.
Clayton Williams Energy, Inc. is an independent energy company
located in Midland, Texas.
This release 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. All statements, other
than statements of historical or current facts, that address
activities, events, outcomes and other matters that we plan,
expect, intend, assume, believe, budget, predict, forecast,
project, estimate or anticipate (and other similar expressions)
will, should or may occur in the future are forward-looking
statements. These forward-looking statements are based on
management’s current belief, based on currently available
information, as to the outcome and timing of future events. The
Company cautions that its future natural gas and liquids
production, revenues, cash flows, liquidity, plans for future
operations, expenses, outlook for oil and natural gas prices,
timing of capital expenditures and other forward-looking statements
are subject to all of the risks and uncertainties, many of which
are beyond our control, incident to the exploration for and
development, production and marketing of oil and gas.
These risks include, but are not limited to, the possibility of
unsuccessful exploration and development drilling activities, our
ability to replace and sustain production, commodity price
volatility, domestic and worldwide economic conditions, the
availability of capital on economic terms to fund our capital
expenditures and acquisitions, our level of indebtedness, the
impact of the current economic recession on our business
operations, financial condition and ability to raise capital,
declines in the value of our oil and gas properties resulting in a
decrease in our borrowing base under our credit facility and
impairments, the ability of financial counterparties to perform or
fulfill their obligations under existing agreements, the
uncertainty inherent in estimating proved oil and gas reserves and
in projecting future rates of production and timing of development
expenditures, drilling and other operating risks, lack of
availability of goods and services, regulatory and environmental
risks associated with drilling and production activities, the
adverse effects of changes in applicable tax, environmental and
other regulatory legislation, and other risks and uncertainties are
described in the Company's filings with the Securities and Exchange
Commission. The Company undertakes no obligation to publicly update
or revise any forward-looking statements.
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