Ultra Petroleum Corp. Announces Extension of Early Participation Date and Withdrawal Deadline for Exchange Offer for 7.125% S...
May 24 2019 - 6:30AM
Ultra Petroleum Corp. ("Ultra Petroleum" or the “Company”) (NASDAQ:
UPL) today announced that, with respect to the previously announced
private offer to exchange (the “Exchange Offer”) outstanding
7.125% Senior Notes due 2025 (the “2025 Notes”) of its wholly
owned subsidiary, Ultra Resources, Inc. (“Ultra Resources”), for up
to $90.0 million aggregate principal amount of new
9.00% Cash / 2.50% PIK Senior Secured Third
Lien Notes due 2024 of Ultra Resources (the “Third Lien Notes”), it
has extended the Early Participation Date and the Withdrawal
Deadline to 5:00 p.m., New York City time, on Friday, May 31,
2019. All other terms and conditions of the Exchange Offer as set
forth in the confidential offering memorandum dated May 9, 2019 and
related letter of transmittal (together, the “Offering Documents”)
remain unchanged.
As previously announced, the Exchange Offer will expire at 5:00
p.m., Eastern Time, on June 10, 2019, unless extended (as it may be
extended, the “Expiration Date”).
The Exchange Offer is conditioned on the satisfaction or waiver
of certain conditions as described in the Offering Documents. The
Exchange Offer for the 2025 Notes may be amended, extended or
terminated by Ultra Resources at its sole option.
The Exchange Offer is only being made, and copies of the
Offering Documents will only be made available, to beneficial
holders of the 2025 Notes that have properly completed and returned
an eligibility form confirming that they are (1) a “qualified
institutional buyer” within the meaning of Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), or (2)
not a “U.S. person” and are outside of the United States within the
meaning of Regulation S under the Securities Act and, if resident
in Canada, (x) an “accredited investor,” as defined in National
Instrument 45-106 — Prospectus Exemptions or
subsection 73.3(1) of the Securities Act (Ontario), that
either would acquire the Third Lien Notes for its own account or
would be deemed to be acquiring the Third Lien Notes as principal
by applicable law, (y) a “permitted client” within the meaning of
NI 31-103 – Registration Requirements, Exemptions and Ongoing
Registrant Obligations, and (z) a resident of the province of
Alberta, British Columbia, Manitoba, Ontario, Québec or
Saskatchewan (such persons, “eligible holders”). Holders of the
2025 Notes who desire to obtain and complete an eligibility form
should contact the information agent and exchange agent, D.F. King
& Co., Inc., at (800) 967-5074 (toll-free) or
(212) 269-5550 (for banks and brokers), or via the following
website: www.dfking.com/UPL or email upl@dfking.com.
Eligible holders are urged to carefully read the Offering
Documents before making any decision with respect to the Exchange
Offer. None of the Company, Ultra Resources, the dealer manager,
the trustee with respect to the 2025 Notes and the Third Lien
Notes, the exchange agent, the information agent or any affiliate
of any of them makes any recommendation as to whether eligible
holders of the 2025 Notes should exchange their 2025 Notes for
Third Lien Notes in the Exchange Offer, and no one has been
authorized by any of them to make such a recommendation. Eligible
holders must make their own decision as to whether to tender 2025
Notes and, if so, the principal amount of 2025 Notes to tender.
The Third Lien Notes and the Exchange Offer have not been and
will not be registered with the U.S. Securities and Exchange
Commission (the “SEC”) under the Securities Act, or any state or
foreign securities laws. The Third Lien Notes may not be offered or
sold in the United States or to or for the account or benefit of
any U.S. persons except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act. The Third Lien Notes will not be qualified
for distribution under applicable Canadian securities laws and,
accordingly, any distribution of Third Lien Notes to persons
resident in Canada will be made only pursuant to an exemption from
the prospectus requirements of applicable Canadian securities laws.
The Exchange Offer is not being made to holders of 2025 Notes
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. This press release is for informational purposes
only and is not an offer to purchase or a solicitation of an offer
to purchase any securities, nor shall there be any sale of any
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction.
About Ultra Petroleum
Ultra Petroleum Corp. is an independent energy company engaged
in domestic natural gas and oil exploration, development and
production. The Company is listed on NASDAQ and trades under the
ticker symbol “UPL”.
This news release includes “forward-looking statements” within
the meaning of Section 27A of the Securities Act, and Section 21E
of the Securities Exchange Act of 1934, as amended. Any statement,
including any opinions, forecasts, projections or other statements,
other than statements of historical fact, are or may be
forward-looking statements. Although the Company believes the
expectations reflected in any forward-looking statements herein are
reasonable, we can give no assurance that such expectations will
prove to have been correct and actual results may differ materially
from those projected or reflected in such statements. We cannot
assure you that we will consummate the Exchange Offer on the terms
described in this news release or otherwise on terms reasonably
acceptable to us, if at all. In addition, certain risks and
uncertainties inherent in our business as well as risks and
uncertainties related to our operational and financial results are
set forth in our filings with the SEC, particularly in the section
entitled “Risk Factors” included in our Annual Report on Form 10-K
for the most recent fiscal year, our most recent Quarterly Reports
on Form 10-Q, and from time to time in other filings made by the
Company with the SEC. Some of these risks and uncertainties
include, but are not limited to, the Company’s ability to decrease
its leverage or fixed costs, increased competition, the timing and
extent of changes in prices for oil and gas, particularly in the
areas where we own properties, conduct operations, and market our
production, as well as the timing and extent of our success in
discovering, developing, producing and estimating oil and gas
reserves, our ability to successfully monetize the properties we
are marketing, weather and government regulation, and the
availability of oil field services, personnel and equipment.
For further information
contact:Investor Relations303-708-9740, ext. 9898
Ultra Petroleum (NASDAQ:UPL)
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