Clayton Williams Energy, Inc. Announces Completion of Mergers of Southwest Royalties Limited Partnerships
March 14 2012 - 7:03PM
Business Wire
Clayton Williams Energy, Inc. (“CWEI”) (NASDAQ:CWEI) announced
that on March 14, 2012, its wholly owned subsidiary, Southwest
Royalties, Inc. (“SWR”), completed the previously announced mergers
of each of the 24 limited partnerships of which SWR is the general
partner (“SWR Partnerships”) into SWR, with SWR continuing as the
surviving entity in the mergers. At the effective time of the
mergers, all of the units representing limited partnership
interests in the SWR Partnerships, other than those held by SWR,
were converted into the right to receive cash. SWR did not receive
any cash payment for its partnership interests in the SWR
Partnerships. However, as a result of the mergers, SWR acquired
100% of the assets and liabilities of the SWR Partnerships. SWR
paid aggregate merger consideration of $38.6 million.
SWR obtained the funds to finance the aggregate merger
consideration by conveying a volumetric production payment in the
form of a term overriding royalty interest to a third party
covering approximately 752,000 barrels of oil equivalents from
specified properties acquired in the mergers.
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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