MIDLAND, Texas–(BUSINESS WIRE)–Clayton Williams Energy, Inc. (NYSE: CWEI) (the “Company” or “we”) announced today the expiration and final results of the previously announced cash tender offer (the “Tender Offer”) for up to $100,000,000 aggregate principal amount (the “Tender Cap”) of its outstanding 7.75% Senior Notes due 2019 (CUSIP No. 969490AE1) (the “Notes”). The Tender Offer expired at 11:59 p.m., New York City time, on August 29, 2016 (the “Expiration Time”). The Tender Offer was made pursuant to the Offer to Purchase, dated July 28, 2016 (as amended, the “Offer to Purchase”), and the related letter of transmittal.
According to the Depositary for the Tender Offer, $131,462,000 in aggregate principal amount of Notes were validly tendered and not withdrawn in the Tender Offer. Because the aggregate amount of Notes validly tendered and not withdrawn as of the Expiration Time was greater than the Tender Cap, the Company accepted Notes validly tendered in the Tender Offer on a prorated basis as described in the Offer to Purchase. The Company accepted for purchase $100,000,000 in aggregate principal amount of Notes validly tendered and not withdrawn at a purchase price of $947.50 per $1,000 principal amount (the “Total Consideration”), which included an “Early Tender Premium” of $30.00 for each $1,000 principal amount of Notes so purchased and was determined pursuant to a modified “Dutch Auction” procedure more fully described in the Offer to Purchase. All Notes so purchased in the Tender Offer will be retired.
The Company will deposit with the Depository Trust Company later today the amount of cash necessary to pay for all Notes that are accepted for payment, which payment will include accrued and unpaid interest to, but not including, the date the Notes are purchased.
The complete terms and conditions of the Tender Offer are described in the Offer to Purchase, copies of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer, by calling (877) 732-3617 (U.S. toll-free) or, for banks and brokers, (212) 269-5550.
The Company has retained Goldman, Sachs & Co. to act as the dealer manager in connection with the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to the Liability Management Group of Goldman, Sachs & Co. by calling (800) 828-3182 (U.S. toll-free).
This announcement is not an offer to purchase or a solicitation of an offer to sell with respect to any securities. The Tender Offer was made solely by the Offer to Purchase. The Tender Offer was not made to holders of 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.
Clayton Williams Energy, Inc., incorporated in Delaware in 1991, is an independent oil and gas company engaged in the exploration for and production of oil and natural gas primarily in Texas and New Mexico. We are an oil and gas operator with a strategic focus on developmental drilling in prolific oil shale provinces. We have significant holdings in two of the major oil shale plays in the United States, being the Wolfcamp Shale in the Southern Delaware Basin of West Texas and the Eagle Ford Shale in the Giddings Area of East Central Texas. Additional information may be found at www.claytonwilliams.com. The information on our website is not part of the Offer to Purchase.
Various statements in this press release, including those that express a belief, expectation or intention, may be considered forward-looking statements (as defined in Section 21E of the Securities Exchange Act of 1934, as amended) that involve risks and uncertainties that could cause actual results to differ materially from projected results. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking statements may include projections and estimates concerning the timing and success of specific projects and our future production, revenues, income and capital spending. When we use the words “believe,” “intend,” “expect,” “may,” “should,” “anticipate,” “could,” “estimate,” “plan,” “predict,” “project,” or their negatives, or other similar expressions, the statements which include those words are usually forward-looking statements. When we describe strategy that involves risks or uncertainties, we are making forward-looking statements. The forward-looking statements in this press release, if any, speak only as of the date of this press release. We specifically disclaim all responsibility to publicly update any information contained in a forward-looking statement or any forward-looking statement except as required by law. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties relate to, among other matters, the factors discussed in our Form 10-K for the year ended December 31, 2015 under “Risk Factors,” as updated by any subsequent Forms 10-Q, which are on file at the Securities and Exchange Commission.