The Company intends to use the net proceeds from the Notes Offering to finance a portion of the cash consideration for the pending acquisition of substantially all of the leasehold interest and related assets of Black Swan Oil & Gas, PetroLegacy Energy and Piedra Resources, which are portfolio companies of funds managed by EnCap Investments L.P., in a cash and stock transaction valued at approximately $4.275 billion (the “Pending Acquisition”). The Notes Offering is expected to close on May 31, 2023, subject to customary closing conditions.
The closing of the Notes Offering is not contingent on the closing of the Pending Acquisition. The Notes will be sold in a registered offering pursuant to an effective shelf registration statement on Form S-3ASR, as amended, that was previously filed with the U.S. Securities and Exchange Commission (the “SEC”), a prospectus supplement and related base prospectus for the Notes Offering. The Notes are not being offered in Canada or to any resident of Canada except in transactions exempt from the prospectus requirements of applicable Canadian securities laws.
Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, RBC Capital Markets, LLC, TD Securities (USA) LLC, Citigroup Global Markets Inc., CIBC World Markets Corp., BMO Capital Markets Corp., Scotia Capital (USA) Inc., National Bank of Canada Financial Inc., BofA Securities, Inc., Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Mizuho Securities USA LLC, MUFG Securities Americas Inc., Wells Fargo Securities, LLC, PNC Capital Markets LLC, Truist Securities, Inc. and SMBC Nikko Securities America, Inc. have served as joint book-running managers for the Notes Offering. Desjardins Securities Inc. has served as co-manager for the Notes Offering. When available, copies of the prospectus supplement and related base prospectus for the Notes Offering may be obtained from Goldman Sachs & Co. LLC Prospectus Department at 1-866-471-2526, Morgan Stanley at 1-866-718-1649, J.P. Morgan Securities LLC, Prospectus Department at 1-866-803-9204, RBC Capital Markets, LLC at 1-866-375-6829, and TD Securities (USA) LLC at 1-855-495-9846. Electronic copies of the prospectus supplement and related base prospectus for the Notes Offering will also be available on the website of the SEC at www.sec.gov.
This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. The Notes Offering may only be made by means of a prospectus supplement and related base prospectus.