Approach Resources Inc. (NASDAQ:AREX) (“Approach” or the “Company”)
announced that at its special meeting held today, the Company’s
stockholders voted to approve the issuance of shares of common
stock of the Company, par value $0.01 per share (“Common Stock”) in
connection with the Company’s exchange agreement (the “Exchange
Agreement”) with Wilks Brothers, LLC and SDW Investments, LLC,
which the Company announced on November 2, 2016.
In addition, the Company’s stockholders voted to approve an
amendment to the Company’s Restated Certificate of Incorporation to
increase the number of authorized shares of Common Stock from
90,000,000 to 180,000,000 (the “Charter Amendment”).
Under the Exchange Agreement, the Company agreed to (1) exchange
$130,552,000 principal amount of the Company’s 7.00% senior notes
due 2021 (“Senior Notes”) for 39,165,600 new shares of Common Stock
(the “Initial Exchange”), and (2) use commercially reasonable
efforts to launch a subsequent exchange offer to remaining holders
of $99,768,000 principal amount of Senior Notes for Common Stock
(the “Follow-On Exchange Offer”).
Based on final voting results, approximately 82% of votes cast
by participating stockholders were cast to approve the issuance of
shares of Common Stock in connection with the Initial Exchange and
Follow-On Exchange Offer, and approximately 82% of votes cast by
participating stockholders, representing a majority of
outstanding shares of the Company, were cast to approve the
Charter Amendment.
After receiving this stockholder approval, the Company intends
to promptly close the Initial Exchange. The Company also
expects to launch the Follow-On Exchange Offer as promptly as
practical subject to market, economic and other factors it
considers appropriate in the circumstances.
About Approach Resources
Approach Resources Inc. is an independent
energy company focused on the exploration, development, production
and acquisition of unconventional oil and gas reserves in the
Midland Basin of the greater Permian Basin in West Texas. For
more information about the Company, please visit
www.approachresources.com. Please note that the Company
routinely posts important information about the Company under the
Investor Relations section of its website.
Forward-Looking Statements
This press 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 facts, included in this press
release that address activities, events or developments that the
Company expects, believes or anticipates will or may occur in the
future are forward-looking statements. Without limiting the
generality of the foregoing, forward-looking statements contained
in this press release specifically relate to consummation of the
Initial Exchange and Follow-On Exchange Offer. These
statements are based on certain assumptions made by the Company
based on management’s experience, perception of historical trends
and technical analyses, current conditions, anticipated future
developments and other factors believed to be appropriate and
reasonable by management. When used in this press release, the
words “will,” “potential,” “believe,” “estimate,” “intend,”
“expect,” “may,” “should,” “anticipate,” “could,” “plan,”
“predict,” “project,” “profile,” “model” or their negatives, other
similar expressions or the statements that include those words, are
intended to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. Such
statements are subject to a number of assumptions, risks and
uncertainties, many of which are beyond the control of the Company,
which may cause actual results to differ materially from those
implied or expressed by the forward-looking statements. These
risks, uncertainties, assumptions and other important factors
include, but are not limited to (1) the inability to complete the
transactions contemplated by the Exchange Agreement due to the
failure of conditions to closing of the Initial Exchange and/or
Follow-On Exchange Offer, (2) the failure to achieve 100%
participation in the Follow-On Exchange Offer, (3) a continued
decline in commodities prices, (4) the Company’s ability to
recognize the anticipated benefits of the transactions contemplated
by the Exchange Agreement, (5) costs related to the transactions
contemplated by the Exchange Agreement, (6) changes in applicable
laws or regulations, and (7) other risks and uncertainties
indicated from time to time in the Proxy Statement, including those
under “Risk Factors” therein, and other documents filed or to be
filed with the SEC by Approach. The
Company’s SEC filings are available on the Company’s
website at www.approachresources.com. Any forward-looking
statement speaks only as of the date on which such statement is
made and the Company undertakes no obligation to correct or update
any forward-looking statement, whether as a result of new
information, future events or otherwise, except as required by
applicable law.
NO OFFER OR SOLICITATION
THIS PRESS RELEASE IS NEITHER AN OFFER TO PURCHASE NOR A
SOLICITATION TO BUY ANY OF THE EXISTING SENIOR NOTES NOR IS IT A
SOLICITATION FOR ACCEPTANCE OF THE INITIAL EXCHANGE OR THE
FOLLOW-ON EXCHANGE OFFER. THE COMPANY IS MAKING THE INITIAL
EXCHANGE AND THE FOLLOW-ON EXCHANGE OFFER ONLY BY, AND PURSUANT TO
THE TERMS OF, THE OFFERS TO EXCHANGE AND LETTERS OF TRANSMITTAL.
THE INITIAL EXCHANGE AND THE FOLLOW-ON EXCHANGE OFFER ARE NOT BEING
MADE 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. NONE OF THE COMPANY, ANY INFORMATION
AGENT OR ANY EXCHANGE AGENT FOR THE INITIAL EXCHANGE OR THE
FOLLOW-ON EXCHANGE OFFER MAKES ANY RECOMMENDATION IN CONNECTION
WITH SUCH EXCHANGE OFFERS. THIS ANNOUNCEMENT IS NEITHER AN OFFER TO
SELL NOR A SOLICITATION OF AN OFFER TO BUY ANY OF THESE SECURITIES
AND SHALL NOT CONSTITUTE AN OFFER, SOLICITATION OR SALE IN ANY
JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE IS
UNLAWFUL.
Additional Information and Where to Find It
In connection with the transactions, the Company filed a
definitive proxy statement with the SEC on December 13, 2016 (the
“Proxy Statement”). The Proxy Statement (including any amendments
or supplements thereto), and other relevant documents filed with
the SEC in connection with the Company’s solicitation of proxies
for the Special Meeting, contains important information about the
transactions and related matters. The Company’s stockholders and
other interested persons are advised to read the Proxy Statement
and such other materials filed with the SEC because these materials
will contain important information about the exchange transactions.
The Proxy Statement was mailed to the Company stockholders of
record as of December 12, 2016. Stockholders may also obtain copies
of the Proxy Statement, without charge, at the SEC’s website at
www.sec.gov or by directing a request to: Approach Resources
Inc., One Ridgmar Centre, 6500 West Freeway, Suite 800, Fort Worth,
Texas 76116, Attention: Investor Relations, (817) 989-9000.
INVESTOR CONTACT
Suzanne Ogle
Vice President - Investor Relations & Corporate Communications
ir@approachresources.com
817.989.9000
APPROACH RESOURCES INC.
One Ridgmar Centre
6500 West Freeway, Suite 800
Fort Worth, Texas 76116
www.approachresources.com
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