CALGARY, ALBERTA–(Marketwired – Dec. 17, 2013) – Lone Pine Resources Inc. (“Lone Pine” or the “Company”) today announced that the Company and its subsidiaries have filed with the Court of Queen’s Bench of Alberta (the “Court”) a plan of compromise and arrangement (the “Plan”) under the Companies’ Creditors Arrangement Act (“CCAA”) relating to their previously-announced restructuring plan. The Plan provides for, among other things, the conversion of outstanding 10.375% senior notes due 2017 and other unsecured debt into new common shares, an offering of new preferred shares to eligible affected creditors to raise between US$100 million and US$110 million in new capital, and the cancellation of all outstanding shares of Lone Pine common stock. Current shareholders of the Company will not receive any distributions under the Plan.
The Court has also authorized the Company and its subsidiaries to call and hold meetings of their affected unsecured creditors to consider and vote on the Plan. The creditors’ meetings have been called for Monday, January 6, 2014, and an information circular (the “Circular”) and other materials relating to the meetings have been sent to affected unsecured creditors in accordance with the Court’s order. Separate meetings will be held for the affected unsecured creditors of each of the Company and its subsidiaries.
The Circular includes a copy of the Plan and a report of PricewaterhouseCoopers Inc. (the “Monitor”), the Court-appointed monitor of Lone Pine and its subsidiaries, regarding, among other things, its assessment of the Plan and its conclusion that the Plan is, in its view, fair and reasonable.
Copies of the Plan, the Monitor’s report thereon, the Circular and other meeting materials have also been posted on the Monitor’s website at www.pwc.com/car-lpr.
In order to be approved by the relevant class of affected creditors, the Plan must be approved at the meeting of that class by a majority in number of affected creditors with voting claims representing at least two-thirds in value of the total voting claims of all such unsecured creditors who vote in person or by proxy at the meeting. Pursuant to the Court’s order, current shareholders of the Company do not vote on the Plan. If the Plan is approved by the required majorities of affected creditors, Lone Pine intends to apply to the Court for an order under the CCAA sanctioning and approving the Plan. A hearing before the Court for the sanction order is currently scheduled to commence on Thursday, January 9, 2014.
Implementation of the Plan is subject to creditor and court approvals as well as various other conditions described in the Plan.
The stay of proceedings against Lone Pine, its subsidiaries and its directors and officers, initially ordered by the Court on September 25, 2013 in connection with the commencement of creditor protection proceedings under the CCAA and subsequently recognized by the United States Bankruptcy Court for the District of Delaware under Chapter 15 of the United States Bankruptcy Code, remains in effect and has most recently been extended to and including January 10, 2014.
Further information regarding the Company’s restructuring proceedings under the CCAA and Chapter 15, including copies of all court orders and previously-filed reports of the Monitor, are available on the Monitor’s website at www.pwc.com/car-lpr.
The securities to be offered in connection with the restructuring have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The preferred shares will be offered only to accredited investors as such term is defined under Section 501 of Regulation D under the Securities Act. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy the securities nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and Canadian securities laws. All statements, other than statements of historical facts, that address activities that Lone Pine assumes, plans, expects, believes, projects, aims, estimates or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. The forward-looking statements provided in this news release are based on management’s current belief, based on currently available information, as to the outcome and timing of future events. Lone Pine cautions that forward-looking statements may include statements with respect to, among other things: our plans to hold creditors’ meetings to consider and vote on the proposed Plan; our plans to apply to the Court for an order under the CCAA sanctioning and approving the Plan and the timing thereof; our plans to implement a restructuring and the timing thereof; our future financial condition and results of operations; our access to capital and expectations with respect to liquidity, capital resources and our ability to continue as a going concern; estimates of future capital expenditures; our future revenues, cash flows