Jones Energy, Inc. Forgoes Convertible Preferred Stock Dividend and Grants an Inducement Award to New CEO
August 14 2018 - 05:30PM
Jones Energy, Inc. (NYSE: JONE) (“Jones Energy” or “the Company”)
is announcing that it will forgo payment of its previously declared
contingent dividend on its 8% Series A Perpetual Convertible
Preferred Stock (the “Preferred Stock”). Also, per NYSE Rule
303A.08, Jones Energy is announcing the grant of a Restricted Stock
Unit (“RSU”) award to Carl F. Giesler, Jr., the Company’s new Chief
Executive Officer, as an inducement to his employment with the
Company. Jones Energy modified the original award to facilitate
broader structural adjustments to its compensation program.
Jones Energy Forgoes Convertible Preferred Stock
Dividend
The Company today announced that the previously declared
contingent dividend payment on the Preferred Stock will not be
paid. The foregone dividend is for the period beginning on the last
payment date of May 15, 2018 through August 14, 2018, payable to
holders of Preferred Stock of record as of August 1, 2018. In order
for the Company to pay the dividend in full in shares of Class A
common stock, the average of the daily volume weighted average
price per share of Class A Common Stock for each day during the
five consecutive day trading period ending today, August 14, 2018
(the “Dividend Valuation Price”), must be at or above $0.76 (the
“Floor Price”)1. The Dividend Valuation Price did not meet the
Floor Price. The right to receive this dividend will accrue for
holders of Preferred Stock. Future Preferred Stock dividend
payments will be evaluated on a quarterly basis.
Inducement Award
In order to facilitate broader structural adjustments to the
Company’s compensation program, the Compensation Committee of the
Board of Directors has modified its original grant of 4,000,000
RSUs to the Company’s new Chief Executive Officer, Mr. Giesler, to
now be for 3,000,000 RSUs as well as a compensatory cash component.
The original award and the modified award were made as a material
inducement to Mr. Giesler’s hiring as Chief Executive Officer of
Jones Energy, and the RSU award is outside of the Company’s Amended
and Restated 2013 Omnibus Incentive Plan (or any other incentive
plan). Each RSU represents one share of Class A common stock of the
Company and will continue to vest in equal one-third installments
on July 1, 2019, July 1, 2020 and July 1, 2021 subject to Mr.
Giesler’s continued employment or accelerated vesting in certain
circumstances. The Company is announcing this inducement
award via press release pursuant to the requirements of NYSE Rule
303A.08.
____________________________1 As defined in the Certificate of
Designations for the Preferred Stock and as adjusted in accordance
with the terms of the Certificate of Designations.
About Jones Energy
Jones Energy, Inc. is an independent oil and natural gas company
engaged in the exploration, development and acquisition of oil and
natural gas properties in the Anadarko basin of Oklahoma and Texas.
Additional information about Jones Energy may be found on the
Company’s website at: www.jonesenergy.com.
Investor Contact:Page Portas, 512-493-4834Investor Relations
AssociateOrRobert Brooks, 512-328-2953Executive Vice President
& CFO