DENVER, Feb. 14, 2018 /PRNewswire/ -- Bill Barrett
Corporation (the "Company") (NYSE: BBG) today announced that it has
established a record date of February 13,
2018 and a meeting date of March 16,
2018 for a special meeting of its shareholders, which will
be held at 8:30 a.m. Mountain Time at
the Company's offices at 1099 18th Street, Suite 2300,
Denver, Colorado 80202. At the
special meeting, shareholders will vote on, among other items, the
previously announced strategic business combination with Fifth
Creek Energy Company, LLC ("Fifth Creek") pursuant to the Agreement
and Plan of Merger dated December 4,
2017 (the "transaction").
Bill Barrett Corporation shareholders of record at the close of
business on February 13, 2018, will
be entitled to receive notice of the special meeting and to vote at
the special meeting.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed transaction, the Company and
Fifth Creek caused the newly formed company ("Holdco") to file with
the SEC a registration statement on Form S-4, which includes a
prospectus with respect to the shares of Holdco to be issued in the
proposed transaction and a proxy statement of the Company with
respect to the obtaining of stockholder approval for the
transaction. The registration statement was declared
effective by the SEC on February 13,
2018. On or about February 14,
2018, the Company commenced mailing the definitive proxy
statement/prospectus to its stockholders of record as of the close
of business on February 13,
2018. The Company and Holdco also plan to file other
documents with the SEC regarding the proposed merger. STOCKHOLDERS
OF THE COMPANY ARE URGED TO READ THE REGISTRATION STATEMENT AND
PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED
MERGER THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER. Investors may obtain free
copies of the proxy statement/prospectus and other documents
containing important information about Holdco, the Company and
Fifth Creek through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by
the Company are available free of charge on the Company's internet
website at www.billbarrettcorp.com under the tab "Investors" and
then under the tab "SEC Filings" or by contacting the Company's
Investor Relations Department at (303) 293‐9100.
NO OFFER OR SOLICITATION
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of 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. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
PARTICIPANTS IN THE SOLICITATION
Holdco, the Company, and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies in connection with the proposed
transaction. Information about the Company's directors and
executive officers is set forth in the Company's public filings
with the SEC, including its definitive proxy statement filed with
the SEC on April 6, 2017. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the proxy
statement/prospectus and other relevant materials filed with the
SEC. Free copies of these documents can be obtained as described in
the preceding paragraph.
ABOUT BILL BARRETT CORPORATION
Bill Barrett Corporation (NYSE: BBG), headquartered in
Denver, Colorado, develops oil and
natural gas in the Rocky Mountain region of the United States. Additional information
about the Company may be found on its website
www.billbarrettcorp.com.
FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
Section 21E of the Securities Exchange Act of 1934, as amended, and
the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are typically identified by words or
phrases such as "may," "will," "could," "should," "would,"
"anticipate," "estimate," "expect," "project," "intend," "plan,"
"believe," "target," "prospects," "potential" and "forecast," and
other words, terms and phrases of similar meaning. Forward-looking
statements involve estimates, expectations, projections, goals,
forecasts, assumptions, risks and uncertainties. Bill Barrett (the "Company") cautions readers
that any forward-looking statement is not a guarantee of future
performance and that actual results could differ materially from
those contained in the forward-looking statement. Such
forward-looking statements include, but are not limited to,
statements regarding the anticipated closing date of the
transaction, the successful closing of the transaction and the
integration of the Company and Fifth Creek, the combined company's
plans and prospective business mix, margins, transitional costs and
integration to achieve the synergies and the timing of such costs
and synergies and earnings and other statements that are not
historical facts. These forward-looking statements are based
on numerous assumptions and are subject to risks, uncertainties and
other factors that could cause actual results and events to differ
materially from those expressed or implied by these forward-looking
statements. Such risks, uncertainties and other factors
include, but are not limited to: risks and uncertainties relating
to the transaction, including the possibility that the transaction
does not close when expected or at all because conditions to
closing are not satisfied on a timely basis or at all; potential
adverse reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of
the transaction; timing of the transaction; the possibility that
the anticipated benefits of the transaction are not realized when
expected or at all, including as a result of the impact of, or
problems arising from the integration of the two companies; the
possibility that the transaction may be more expensive to complete
than anticipated, including as a result of unexpected factors or
events; diversion of management's attention from ongoing business
operations and opportunities; oil, natural gas liquids ("NGLs") and
natural gas price volatility, including regional price
differentials; changes in operational and capital plans; costs,
availability and timing of build-out of third party facilities for
gathering, processing, refining and transportation; delays or other
impediments to drilling and completing wells arising from political
or judicial developments at the local, state or federal
level, including voter initiatives related to hydraulic fracturing;
development drilling and testing results; the potential for
production decline rates to be greater than expected; regulatory
delays, including seasonal or other wildlife restrictions on
federal lands; exploration risks such as drilling unsuccessful
wells; higher than expected costs and expenses, including the
availability and cost of services and material and our potential
inability to achieve expected cost savings; unexpected future
capital expenditures; economic and competitive conditions; debt and
equity market conditions, including the availability and costs of
financing to fund the Company's operations; the ability to obtain
industry partners to jointly explore certain prospects, and
the willingness and ability of those partners to meet capital
obligations when requested; declines in the values of our oil and
gas properties resulting in impairments; changes in estimates of
proved reserves; compliance with environmental and other
regulations; derivative and hedging activities; risks associated
with operating in one major geographic area; the success of the
Company's risk management activities; title to properties,
including those to be acquired in the transaction; litigation,
including litigation concerning the transaction; environmental
liabilities; and other uncertainties, as well as those factors
discussed in this prospectus and in our Annual Report on Form 10-K
for the year ended December 31, 2016
and our Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2017, June 30, 2017 and September 30, 2017 under the headings "Cautionary
Note Regarding Forward-Looking Statements" and "Risk Factors" and
in other documents incorporated by reference in this prospectus
supplement. The information contained herein speaks as of the date
hereof and the Company undertakes no obligation to update or revise
its forward-looking statements, whether as a result of changes in
internal estimates or expectations, new information, subsequent
events or circumstances or otherwise.
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SOURCE Bill Barrett Corporation