Matador Resources Company Prices Upsized Offering of $900 Million of Senior Notes Due 2032
March 26 2024 - 5:41PM
Business Wire
Matador Resources Company (NYSE: MTDR) (“Matador”) today
announced that it has priced a private offering of $900 million of
6.500% senior unsecured notes due 2032 (the “New Notes”) at a price
of 100% of their face value. Matador increased the size of the
offering to $900 million from the previously announced $800
million. The offering is expected to close on April 2, 2024,
subject to customary closing conditions.
Matador intends to use the net proceeds from the offering (i) to
repurchase any and all of the approximately $699.2 million
outstanding aggregate principal amount of its 5.875% senior notes
due 2026 (the “2026 Notes”) through a cash tender offer (the
“Tender Offer”), and to pay related premiums, fees and expenses in
connection with the Tender Offer, and (ii) for general corporate
purposes, which may include the funding of acquisitions and the
repayment of borrowings outstanding under Matador’s revolving
credit facility. To the extent any 2026 Notes remain outstanding
after the consummation of the Tender Offer, Matador intends to
satisfy and discharge any remaining 2026 Notes in accordance with
the terms of the indenture governing the 2026 Notes. The Tender
Offer is being made solely pursuant to the terms of an offer to
purchase and related notice of guaranteed delivery, each dated as
of March 26, 2024.
The New Notes and related guarantees have not been registered
under the Securities Act of 1933, as amended (the “Securities
Act”), or the applicable securities laws of any state or other
jurisdiction and may not be offered, transferred or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and the
applicable securities laws of any state or other jurisdiction. The
New Notes may be resold by the initial purchasers to persons they
reasonably believe to be “qualified institutional buyers” pursuant
to Rule 144A and to non-U.S. persons outside the United States
pursuant to Regulation S under the Securities Act. This press
release is being issued pursuant to Rule 135c under the Securities
Act, does not constitute a notice of redemption or satisfaction and
discharge under the indenture governing the 2026 Notes and is
neither an offer to sell nor a solicitation of an offer to buy any
security, including the New Notes, nor a solicitation for an offer
to purchase any securities, including the New Notes or the 2026
Notes, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Matador Resources Company Matador is an independent
energy company engaged in the exploration, development, production
and acquisition of oil and natural gas resources in the United
States, with an emphasis on oil and natural gas shale and other
unconventional plays. Its current operations are focused primarily
on the oil and liquids-rich portion of the Wolfcamp and Bone Spring
plays in the Delaware Basin in Southeast New Mexico and West Texas.
Matador also operates in the Eagle Ford shale play in South Texas
and the Haynesville shale and Cotton Valley plays in Northwest
Louisiana. Additionally, Matador conducts midstream operations in
support of its exploration, development and production operations
and provides natural gas processing, oil transportation services,
oil, natural gas and produced water gathering services and produced
water disposal services to third parties.
Forward-Looking Statements This press release includes
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. “Forward-looking
statements” are statements related to future, not past, events.
Forward-looking statements are based on current expectations and
include any statement that does not directly relate to a current or
historical fact. In this context, forward-looking statements often
address expected future business and financial performance, and
often contain words such as “could,” “believe,” “would,”
“anticipate,” “intend,” “estimate,” “expect,” “may,” “should,”
“continue,” “plan,” “predict,” “potential,” “project,”
“hypothetical,” “forecasted” and similar expressions that are
intended to identify forward-looking statements, although not all
forward-looking statements contain such identifying words. Such
forward-looking statements include, but are not limited to,
statements about guidance, projected or forecasted financial and
operating results, future liquidity, the payment of dividends,
results in certain basins, objectives, project timing, expectations
and intentions, regulatory and governmental actions and other
statements that are not historical facts. Actual results and future
events could differ materially from those anticipated in such
statements, and such forward-looking statements may not prove to be
accurate. These forward-looking statements involve certain risks
and uncertainties, including, but not limited to, risks and
uncertainties related to the capital markets generally, whether the
Company will offer the New Notes or consummate the offering, the
anticipated terms of the New Notes and the anticipated use of
proceeds, including the repurchase of the 2026 Notes, as well as
the following risks related to financial and operational
performance: general economic conditions; the Company’s ability to
execute its business plan, including whether its drilling program
is successful; changes in oil, natural gas and natural gas liquids
prices and the demand for oil, natural gas and natural gas liquids;
its ability to replace reserves and efficiently develop current
reserves; the operating results of the Company’s midstream oil,
natural gas and water gathering and transportation systems,
pipelines and facilities, the acquiring of third-party business and
the drilling of any additional salt water disposal wells; costs of
operations; delays and other difficulties related to producing oil,
natural gas and natural gas liquids; delays and other difficulties
related to regulatory and governmental approvals and restrictions;
impact on the Company’s operations due to seismic events; its
ability to make acquisitions on economically acceptable terms; its
ability to integrate acquisitions; disruption from the Company’s
acquisitions making it more difficult to maintain business and
operational relationships; significant transaction costs associated
with the Company’s acquisitions; the risk of litigation and/or
regulatory actions related to the Company’s acquisitions;
availability of sufficient capital to execute its business plan,
including from future cash flows, available borrowing capacity
under its revolving credit facilities and otherwise; the operating
results of and the availability of any potential distributions from
our joint ventures; weather and environmental conditions; and the
other factors that could cause actual results to differ materially
from those anticipated or implied in the forward-looking
statements. For further discussions of risks and uncertainties, you
should refer to Matador’s filings with the Securities and Exchange
Commission (“SEC”), including the “Risk Factors” section of
Matador’s most recent Annual Report on Form 10-K and any subsequent
Quarterly Reports on Form 10-Q. Matador undertakes no obligation to
update these forward-looking statements to reflect events or
circumstances occurring after the date of this press release,
except as required by law, including the securities laws of the
United States and the rules and regulations of the SEC. You are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press release.
All forward-looking statements are qualified in their entirety by
this cautionary statement.
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version on businesswire.com: https://www.businesswire.com/news/home/20240326913263/en/
Mac Schmitz Vice President – Investor Relations
investors@matadorresources.com (972) 371-5225
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