LEXINGTON, Ky., July 1, 2015 /PRNewswire/ -- RAAM Global Energy
Company ("RAAM" or the "Company") announced today it has made
certain amendments to its previously announced offer to exchange
(the "Exchange Offer") any and all of its outstanding 12.50% Senior
Secured Notes due 2015 (the "Existing Notes") held by Eligible
Holders (as defined below) for newly issued 12.50% Senior Secured
Notes due 2019 (the "New Notes") to be issued by RAAM and shares of
RAAM's common stock, $0.01 par value
per share (the "Exchange Shares"). Concurrently with the Exchange
Offer, RAAM is soliciting consents from holders of the Existing
Notes to certain proposed amendments to the indenture governing the
Existing Notes (the "Consent Solicitation). RAAM is amending the
terms of the Exchange Offer and Consent Solicitation as
follows:
- Expiration. RAAM has extended the expiration date for
each of the Exchange Offer and Consent Solicitation to 11:59 p.m., New York City Time, on July 9, 2015, unless extended by RAAM. Withdrawal
rights under the Exchange Offer will be extended to 5:00 p.m., New York City Time, on July 9, 2015.
- Exchange Shares are now expected to be DTC eligible. The
Exchange Shares were initially to be distributed outside of DTC.
However, the terms of the Exchange Offer have changed, and the
Exchange Shares are now anticipated to be DTC eligible and to be
distributed through DTC along with the New Notes. As a result of
this modification, the Beneficial Owner Share Registration Form and
accompanying signature page to the Shareholder Agreement are NOT
required to be submitted. Only the tender of Existing Notes upon
the terms and conditions set forth in the Offer to Exchange is
required to participate in the Exchange Offer.
- Shareholder's Agreement and Post-Restructuring Bylaws.
In connection with the consummation of the Exchange Offer, holders
of Existing Notes who tender their Existing Notes in the Exchange
Offer will no longer become party to a Shareholders Agreement with
the Company and certain stockholders of the Company. Instead,
following the completion of the Exchange Offer, RAAM will amend its
bylaws (the "Post-Restructuring Bylaws") to reflect agreements that
were previously included in the Shareholders Agreement,
specifically, to permit Farallon Capital Management, L.L.C.
("Farallon") and Stonehill Capital Management ("Stonehill") to each
appoint two individuals to serve on RAAM's Board of Directors, and
members of RAAM's senior management to appoint three individuals to
fill the remaining seats on the Board (each such individual, a
"Designated Director"). As long as Farallon and its affiliates or
Stonehill and its affiliates beneficially own at least 10% of the
issued and outstanding shares of RAAM's common stock, Farallon or
Stonehill, as applicable, will have the right to designate two
Designated Directors. If Farallon and its affiliates or Stonehill
and its affiliates beneficially own less than 10% of the issued and
outstanding shares of RAAM's common stock, Farallon or Stonehill,
as applicable, will not have the right to designate any directors
to the Board. Assuming that 100% of the Existing Notes tender in
the Exchange Offer, Farallon and Stonehill will collectively own
approximately 61% of RAAM's common stock. The Post-Restructuring
Bylaws will also be revised to require RAAM to provide the
Designated Directors with the same rights to indemnification,
exculpation and advancement of expenses as were provided to other
directors serving on the RAAM Board of Directors, and to maintain
commercially reasonable directors' and officers' liability
insurance.
The Exchange Offer and Consent Solicitation were scheduled to
expire at 11:59 p.m., New York City
Time, on July 1, 2015. At
5:00 p.m., New York City Time, on
July 1, 2015, approximately
$225.8 million principal amount of
Existing Notes representing approximately 94.9% of the outstanding
principal amount of the Existing Notes had been validly tendered
and not withdrawn in the Exchange Offer.
The New Notes or Exchange Shares have not been and will not be
registered under the Securities Act of 1933, as amended (the
"Securities Act"), or the securities laws of any other jurisdiction
and may not be offered, sold or delivered in the United States or to, or for the account or
benefit of, any U.S. person, except pursuant to an effective
registration statement or in accordance with an available exemption
from the registration requirements of the Securities Act. Only
"Eligible Holders" are authorized to participate in the Exchange
Offer. An "Eligible Holder" is a person or entity who (a)
holds at least $20,000 in principal
amount of Existing Notes, and (b) certifies their status as (i) a
"qualified institutional buyer" within the meaning of Rule 144A
under the Securities Act, (ii) an "accredited investor" as defined
in Rule 501(a) of Regulation D of the Securities Act or (iii) a
person outside of the United
States who is not a "U.S. Person" as defined in Rule 902 of
Regulation S under the Securities Act.
This press release is for informational purposes only and does
not constitute an offer to purchase the Existing Notes or an offer
to sell securities. The Exchange Offer and the Consent Solicitation
are only being made pursuant to the offering documents, the
supplement thereto and the related consent and letter of
transmittal, which explain the full terms and conditions of the
Exchange Offer and the Consent Solicitation. The Exchange Offer and
Consent Solicitation do not constitute an offer to exchange
Existing Notes in any jurisdiction in which it is unlawful to make
such an offer under applicable securities law or blue sky laws.
Eligible Holders should read the Offer to Exchange and Consent
Solicitation carefully, as well as any amendments or supplements to
those documents, because they will contain important information.
In addition, RAAM will provide copies of these documents free of
charge to Eligible Holders upon request to Epiq Systems Inc., at
(646) 282-2500.
About RAAM Global Energy Company
RAAM Global Energy Company is engaged primarily in the
exploration and development of oil and gas properties and in the
resulting production and sale of natural gas, condensate and crude
oil. RAAM's production facilities are located in the Gulf of Mexico, offshore Louisiana and onshore Louisiana, Texas, and California.
Forward-looking Statements:
Certain statements and information in this press release may
constitute "forward-looking statements." The words "believe,"
"expect," "anticipate," "plan," "intend," "foresee," "should,"
"would," "could" or other similar expressions are intended to
identify forward-looking statements, which are generally not
historical in nature. These forward-looking statements are based on
RAAM's current expectations and beliefs concerning future
developments and their potential effect on RAAM. While management
believes that these forward-looking statements are reasonable as
and when made, there can be no assurance that future developments
affecting RAAM will be those that it anticipates. RAAM's
forward-looking statements involve significant risks and
uncertainties (some of which are beyond its control) and
assumptions that could cause actual results to differ materially
from its historical experience and its present expectations or
projections. Forward-looking statements involve known and unknown
risks, uncertainties and other factors (some of which are beyond
RAAM's control) that may cause RAAM's actual results, performance
or achievements to be materially different from the anticipated
future results or financial condition expressed or implied by the
forward-looking statements. Readers are cautioned not to
place undue reliance on forward-looking statements, which speak
only as of the date hereof. RAAM undertakes no obligation to
publicly update or revise any forward-looking statements after the
date they are made, whether as a result of new information, future
events or otherwise.
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SOURCE RAAM Global Energy Company