OKLAHOMA CITY, Dec. 17, 2024 /PRNewswire/ — Ascent Resources, LLC (“Ascent” or the “Company”) announced today that it has commenced an “unmodified reverse Dutch auction” tender offer (the “Tender Offer”) to purchase for cash up to $25,000,000 (the “Tender Cap”) of the Company’s Series A units and Series B units (collectively, the “Common Units”) at a price per Common Unit not greater than $23.75, subject to applicable withholding and without interest. The Company intends to fund the Tender Offer with cash on hand and/or borrowings available under the senior secured reserve-based revolving credit facility of its wholly owned subsidiary, Ascent Resources Utica Holdings, LLC. The Tender Offer is being made upon the terms and subject to the conditions set forth in the Company’s offer to purchase, dated as of the date hereof (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related letter of transmittal (the “Letter of Transmittal”).
The following table describes certain terms of the Tender Offer:
Title of Security | Tender Cap | Maximum Purchase Price Per | ||
Series A Units | $25,000,000 | Up to $23.75 | ||
Series B Units |
An “unmodified reverse Dutch auction” tender offer requires the holders of Common Units (“Unitholders”) who wish to participate in the Tender Offer to specify the number of Common Units such Unitholder wishes to tender and the minimum price per Common Unit such Unitholder is willing to accept in exchange for the tendered Common Units (such Unitholder’s “Bid Price”). Each Unitholder’s prospective Bid Price may not be more than $23.75. Tenders of Common Units greater than this price will not be accepted. Following 5:00 PM, Eastern Time, on January 20, 2025 (the “Expiration Date”), Ascent will accept tendered Common Units for purchase at the associated Bid Price in ascending Bid Price order (i.e. the Company will accept tendered Common Units with the lowest Bid Price first). The Company will continue to accept tendered Common Units for purchase at increasing Bid Prices (each, a “Purchase Price”) until it has spent up to an aggregate purchase price equal to the Tender Cap. Unitholders who submit a Bid Price that is less than the maximum Purchase Price will receive their Bid Price per Common Unit and will not receive the maximum Purchase Price per Common Unit. Unitholders who submit a Bid Price which is greater than the maximum Purchase Price per Common Unit will not have their Common Units accepted in the Tender Offer and will not receive any consideration for such Common Units in connection with the Tender Offer.
In order for Unitholders to be eligible to receive the applicable Purchase Price for such Unitholder’s tendered Common Units, such Unitholders must validly tender their Common Units at or prior to the Expiration Date, as it may be extended by Ascent in its sole discretion or as required by law. Acceptance of validly tendered Common Units may be subject to proration as described in the Offer to Purchase.
Following the Expiration Date, the Company will announce the range of Purchase Prices promptly after its determination of the same and, upon the terms and subject to the conditions of the Offer to Purchase (including the proration provisions) and the Letter of Transmittal, the Company will pay the applicable Purchase Prices in cash, subject to applicable withholding and without interest, to the Unitholders whose Common Units are accepted for payment pursuant to the Tender Offer.
To tender their Common Units, Unitholders must follow the instructions described in the Offer to Purchase and Letter of Transmittal that the Company has distributed to its registered Unitholders.
Neither the Company nor its Board of Managers has made, nor will it make, any recommendation as to whether a Unitholder should tender Common Units. Unitholders must make their own decisions as to whether to tender their Common Units, after taking into account their own personal circumstances and preferences. The Company recommends that Unitholders consult with their personal tax, financial and legal advisors when deciding whether or not they should tender their Common Units.
Certain Information Regarding the Tender Offer
The information in this press release describing the Tender Offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell Common Units or any other securities. The Tender Offer is being made only pursuant to the Offer to Purchase and the related materials that Ascent is distributing to its Unitholders, as they may be amended or supplemented. Unitholders should read such Offer to Purchase and related materials carefully and in their entirety because they contain important information, including the various terms and conditions of the tender offer. Unitholders of Ascent may obtain free copies of the Offer to Purchase and Letter of Transmittal, without charge, from the Company at the contact info listed at the end of this press release.
About Ascent Resources
Ascent is one of the largest private producers of natural gas in the United States and is focused on acquiring, developing, and operating natural gas and oil properties located in the Utica Shale in southern Ohio. With a continued focus on good corporate citizenship, Ascent is committed to delivering cleaner burning, affordable energy to our country and the world, while reducing environmental impacts.
Forward-Looking and Cautionary Statements
This press release contains “forward-looking statements” within the meaning of federal securities laws. All statements, other than statements of historical fact, included in this press release regarding, among other things, the Tender Offer and the timing and outcome thereof, are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “believe,” “anticipate,” “intend,” “estimate,” “expect” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on current expectations, estimates, forecasts and projections as well as the current beliefs and assumptions of management.
Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond our control, including, but not limited to, market risks and uncertainties, including those which might affect the Tender Offer. Should one or more of these risks or uncertainties occur, or should any underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.
Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.
Contacts:
Chris Benton
Vice President – Finance and Investor Relations
Phone: 405-252-7850
Email: [email protected]
SOURCE ASCENT RESOURCES, LLC
