EX-99.1
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ex991gstnotesandwehluclosi.htm
EXHIBIT
Ex991GSTNotesandWEHLUClosing
For Immediate Release
NEWS RELEASE
Contacts:
Gastar Exploration, Inc.
Michael Gerlich, Vice President and CFO
713-739-1800 / mgerlich@gastar.com
Investor Relations Counsel:
Lisa Elliott / lelliott@DennardLascar.com
Anne Pearson / apearson@DennardLascar.com
Dennard-Lascar Associates: 713-529-6600
Gastar Exploration Closes Mid-Continent Acquisition and
$125 Million of Additional 85/8% Senior Secured Notes Offering
HOUSTON, November 15, 2013 - Gastar Exploration, Inc. ("Gastar") (NYSE MKT: GST) announced today that its subsidiary, Gastar Exploration USA, Inc. ("Gastar USA"), closed its acquisition of Mid-Continent assets from Lime Rock Resources II-A, L.P. and Lime Rock Resources II-C, L.P. (the "WEHLU Acquisition"). Concurrently, Gastar USA announced the closing of $125 million aggregate principal amount of its 85/8% Senior Secured Notes due 2018 (the "Additional Notes"). Net proceeds from the notes offering are being used to fund a portion of the purchase price of the WEHLU Acquisition.
The WEHLU assets include a 98.3% working interest (80.5% net revenue interest) in 24,000 acres of the West Edmond Hunton Lime Unit located in Kingfisher, Logan, Oklahoma and Canadian counties, Oklahoma. All of the acreage is held by production and located adjacent to a portion of the Hunton Limestone assets that Gastar acquired earlier this year. The purchase price of the WEHLU acquisition was $172.4 million, after preliminary closing adjustments, with a purchase effective date of August 1, 2013.
Net proceeds from the notes offering were approximately $117.6 million, after issuance discount and direct underwriting fees and expenses. The Additional Notes mature on May 15, 2018 and were priced at 97.0% of the principal amount. The Additional Notes were offered as additional notes to Gastar USA's existing $200 million aggregate principal amount of 85/8% Senior Notes due 2018 that Gastar USA sold in a private placement on May 15, 2013. The Additional Notes and the notes issued on May 15, 2013 will be treated as a single class of debt securities and will have identical terms, other than the issue date.
The Additional Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws or blue sky laws and foreign securities laws.
About Gastar Exploration
Gastar Exploration, Inc. is an independent energy company engaged in the exploration, development and production of oil, natural gas, condensate and natural gas liquids in the United States. Gastar's principal business activities include the identification, acquisition, and subsequent exploration and development of oil and natural gas properties with an emphasis on unconventional reserves such as shale resource plays. Gastar is currently pursuing the development of liquids-rich natural gas in the Marcellus Shale in West Virginia and is also in the early stages of exploring and developing the Hunton Limestone horizontal oil play in Oklahoma. For more information, visit Gastar's website at www.gastar.com.
Safe Harbor Statement and Disclaimer
This news release includes "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward looking statements give our current expectations, opinion, belief or forecasts of future events and performance. A statement identified by the use of forward looking words including "may", "expects", "projects", "anticipates", "plans", "believes", "estimate", "will", "should", and certain of the other foregoing statements may be deemed forward-looking statements. Although Gastar believes that the expectations reflected in such forward-looking statements are reasonable, these statements involve risks and uncertainties that may cause actual future activities and results to be materially different from those suggested or described in this news release. These include risks inherent in natural gas and oil drilling and production activities, including risks of fire, explosion, blowouts, pipe failure, casing collapse, unusual or unexpected formation pressures, environmental hazards, and other operating and production risks, which may temporarily or permanently reduce production or cause initial production or test results to not be indicative of future well performance or delay the timing of sales or completion of drilling operations; delays in receipt of drilling permits; risks with respect to natural gas and oil prices, a material decline in which could cause Gastar to delay or suspend planned drilling operations or reduce production levels; risks relating to the availability of capital to fund drilling operations that can be adversely affected by adverse drilling results, production declines and declines in natural gas and oil prices; risks relating to unexpected adverse developments in the status of properties; borrowing base redeterminations by our banks; risks relating to the absence or delay in receipt of government approvals or fourth party consents; risks relating to the WEHLU Acquisition; risks relating to our purchase of assets from Chesapeake Energy, including the risk of being exposed to unknown contingencies or liabilities that could cause Gastar to not realize the expected benefits of the transaction and the risk that we may be required to fund the transaction by borrowing under our revolving credit facility; and other risks described in Gastar's Annual Report on Form 10-K and other filings with the U.S. Securities and Exchange Commission ("SEC"), available at the SEC's
website at www.sec.gov. Our actual sales production rates can vary considerably from tested initial production rates depending upon completion and production techniques and our primary areas of operations are subject to natural steep decline rates. By issuing forward looking statements based on current expectations, opinions, views or beliefs, Gastar has no obligation and, except as required by law, is not undertaking any obligation, to update or revise these statements or provide any other information relating to such statements.
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EX - 99 . 1 3 ex991gstnotesandwehluclosi . htm EXHIBIT Ex991GSTNotesandWEHLUClosing For Immediate Release NEWS RELEASE Contacts : Gastar Exploration , Inc . Michael Gerlich , Vice President and CFO 713 - 739 - 1800 / mgerlich@gastar.com Investor Relations Counsel : Lisa Elliott / lelliott@DennardLascar.com Anne Pearson / apearson@DennardLascar.com Dennard - Lascar Associates : 713 - 529 - 6600 Gastar Exploration Closes Mid - Continent Acquisition and $ 125 Million of Additional 85 / 8 % Senior Secured Notes Offering HOUSTON , November 15 , 2013 - Gastar Exploration , Inc . ( " Gastar " ) ( NYSE MKT : GST ) announced today that its subsidiary , Gastar Exploration USA , Inc . ( " Gastar USA " ) , closed its acquisition of Mid - Continent assets from Lime Rock Resources II - A , L . P . and Lime Rock Resources II - C , L . P . ( the " WEHLU Acquisition " ) . Concurrently , Gastar USA announced the closing of $ 125 million aggregate principal amount of its 85 / 8 % Senior Secured Notes due 2018 ( the " Additional Notes " ) . Net proceeds from the notes offering are being used to fund a portion of the purchase price of the WEHLU Acquisition . The WEHLU assets include a 98 . 3 % working interest ( 80 . 5 % net revenue interest ) in 24,000 acres of the West Edmond Hunton Lime Unit located in Kingfisher , Logan , Oklahoma and Canadian counties , Oklahoma . All of the acreage is held by production and located adjacent to a portion of the Hunton Limestone assets that Gastar acquired earlier this year . The purchase price of the WEHLU acquisition was $ 172.4 million , after preliminary closing adjustments , with a purchase effective date of August 1 , 2013 . Net proceeds from the notes offering were approximately $ 117.6 million , after issuance discount and direct underwriting fees and expenses . The Additional Notes mature on May 15 , 2018 and were priced at 97 . 0 % of the principal amount . The Additional Notes were offered as additional notes to Gastar USA 's existing $ 200 million aggregate principal amount of 85 / 8 % Senior Notes due 2018 that Gastar USA sold in a private placement on May 15 , 2013 . The Additional Notes and the notes issued on May 15 , 2013 will be treated as a single class of debt securities and will have identical terms , other than the issue date . The Additional Notes will not be registered under the Securities Act of 1933 , as amended ( the " Securities Act " ) , or the securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws or blue sky laws and foreign securities laws . About Gastar Exploration Gastar Exploration , Inc . is an independent energy company engaged in the exploration , development and production of oil , natural gas , condensate and natural gas liquids in the United States . Gastar 's principal business activities include the identification , acquisition , and subsequent exploration and development of oil and natural gas properties with an emphasis on unconventional reserves such as shale resource plays . Gastar is currently pursuing the development of liquids - rich natural gas in the Marcellus Shale in West Virginia and is also in the early stages of exploring and developing the Hunton Limestone horizontal oil play in Oklahoma . For more information , visit Gastar 's website at www.gastar.com . Safe Harbor Statement and Disclaimer This news release includes " forward looking statements " within the meaning of Section 27A of the Securities Act of 1933 , as amended , and Section 21E of the Securities Exchange Act of 1934 , as amended . Forward looking statements give our current expectations , opinion , belief or forecasts of future events and performance . A statement identified by the use of forward looking words including " may " , " expects " , " projects " , " anticipates " , " plans " , " believes " , " estimate " , " will " , " should " , and certain of the other foregoing statements may be deemed forward - looking statements . Although Gastar believes that the expectations reflected in such forward - looking statements are reasonable , these statements involve risks and uncertainties that may cause actual future activities and results to be materially different from those suggested or described in this news release . These include risks inherent in natural gas and oil drilling and production activities , including risks of fire , explosion , blowouts , pipe failure , casing collapse , unusual or unexpected formation pressures , environmental hazards , and other operating and production risks , which may temporarily or permanently reduce production or cause initial production or test results to not be indicative of future well performance or delay the timing of sales or completion of drilling operations ; delays in receipt of drilling permits ; risks with respect to natural gas and oil prices , a material decline in which could cause Gastar to delay or suspend planned drilling operations or reduce production levels ; risks relating to the availability of capital to fund drilling operations that can be adversely affected by adverse drilling results , production declines and declines in natural gas and oil prices ; risks relating to unexpected adverse developments in the status of properties ; borrowing base redeterminations by our banks ; risks relating to the absence or delay in receipt of government approvals or fourth party consents ; risks relating to the WEHLU Acquisition ; risks relating to our purchase of assets from Chesapeake Energy , including the risk of being exposed to unknown contingencies or liabilities that could cause Gastar to not realize the expected benefits of the transaction and the risk that we may be required to fund the transaction by borrowing under our revolving credit facility ; and other risks described in Gastar 's Annual Report on Form 10 - K and other filings with the U . S . Securities and Exchange Commission ( " SEC " ) , available at the SEC 's website at www.sec.gov . Our actual sales production rates can vary considerably from tested initial production rates depending upon completion and production techniques and our primary areas of operations are subject to natural steep decline rates . By issuing forward looking statements based on current expectations , opinions , views or beliefs , Gastar has no obligation and , except as required by law , is not undertaking any obligation , to update or revise these statements or provide any other information relating to such statements . # # #