LEXINGTON, Ky., July 1, 2015 /PRNewswire/ -- RAAM Global Energy Company ("RAAM" or the "Company") announced today it has made certain amendments to its previously announced offer to exchange (the "Exchange Offer") any and all of its outstanding 12.50% Senior Secured Notes due 2015 (the "Existing Notes") held by Eligible Holders (as defined below) for newly issued 12.50% Senior Secured Notes due 2019 (the "New Notes") to be issued by RAAM and shares of RAAM's common stock, $0.01 par value per share (the "Exchange Shares"). Concurrently with the Exchange Offer, RAAM is soliciting consents from holders of the Existing Notes to certain proposed amendments to the indenture governing the Existing Notes (the "Consent Solicitation). RAAM is amending the terms of the Exchange Offer and Consent Solicitation as follows:
- Expiration. RAAM has extended the expiration date for each of the Exchange Offer and Consent Solicitation to 11:59 p.m., New York City Time, on July 9, 2015, unless extended by RAAM. Withdrawal rights under the Exchange Offer will be extended to 5:00 p.m., New York City Time, on July 9, 2015.
- Exchange Shares are now expected to be DTC eligible. The Exchange Shares were initially to be distributed outside of DTC. However, the terms of the Exchange Offer have changed, and the Exchange Shares are now anticipated to be DTC eligible and to be distributed through DTC along with the New Notes. As a result of this modification, the Beneficial Owner Share Registration Form and accompanying signature page to the Shareholder Agreement are NOT required to be submitted. Only the tender of Existing Notes upon the terms and conditions set forth in the Offer to Exchange is required to participate in the Exchange Offer.
- Shareholder's Agreement and Post-Restructuring Bylaws. In connection with the consummation of the Exchange Offer, holders of Existing Notes who tender their Existing Notes in the Exchange Offer will no longer become party to a Shareholders Agreement with the Company and certain stockholders of the Company. Instead, following the completion of the Exchange Offer, RAAM will amend its bylaws (the "Post-Restructuring Bylaws") to reflect agreements that were previously included in the Shareholders Agreement, specifically, to permit Farallon Capital Management, L.L.C. ("Farallon") and Stonehill Capital Management ("Stonehill") to each appoint two individuals to serve on RAAM's Board of Directors, and members of RAAM's senior management to appoint three individuals to fill the remaining seats on the Board (each such individual, a "Designated Director"). As long as Farallon and its affiliates or Stonehill and its affiliates beneficially own at least 10% of the issued and outstanding shares of RAAM's common stock, Farallon or Stonehill, as applicable, will have the right to designate two Designated Directors. If Farallon and its affiliates or Stonehill and its affiliates beneficially own less than 10% of the issued and outstanding shares of RAAM's common stock, Farallon or Stonehill, as applicable, will not have the right to designate any directors to the Board. Assuming that 100% of the Existing Notes tender in the Exchange Offer, Farallon and Stonehill will collectively own approximately 61% of RAAM's common stock. The Post-Restructuring Bylaws will also be revised to require RAAM to provide the Designated Directors with the same rights to indemnification, exculpation and advancement of expenses as were provided to other directors serving on the RAAM Board of Directors, and to maintain commercially reasonable directors' and officers' liability insurance.
The Exchange Offer and Consent Solicitation were scheduled to expire at 11:59 p.m., New York City Time, on July 1, 2015. At 5:00 p.m., New York City Time, on July 1, 2015, approximately $225.8 million principal amount of Existing Notes representing approximately 94.9% of the outstanding principal amount of the Existing Notes had been validly tendered and not withdrawn in the Exchange Offer.
The New Notes or Exchange Shares have not been and will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction and may not be offered, sold or delivered in the United States or to, or for the account or benefit of, any U.S. person, except pursuant to an effective registration statement or in accordance with an available exemption from the registration requirements of the Securities Act. Only "Eligible Holders" are authorized to participate in the Exchange Offer. An "Eligible Holder" is a person or entity who (a) holds at least $20,000 in principal amount of Existing Notes, and (b) certifies their status as (i) a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, (ii) an "accredited investor" as defined in Rule 501(a) of Regulation D of the Securities Act or (iii) a person outside of the United States who is not a "U.S. Person" as defined in Rule 902 of Regulation S under the Securities Act.
This press release is for informational purposes only and does not constitute an offer to purchase the Existing Notes or an offer to sell securities. The Exchange Offer and the Consent Solicitation are only being made pursuant to the offering documents, the supplement thereto and the related consent and letter of transmittal, which explain the full terms and conditions of the Exchange Offer and the Consent Solicitation. The Exchange Offer and Consent Solicitation do not constitute an offer to exchange Existing Notes in any jurisdiction in which it is unlawful to make such an offer under applicable securities law or blue sky laws. Eligible Holders should read the Offer to Exchange and Consent Solicitation carefully, as well as any amendments or supplements to those documents, because they will contain important information. In addition, RAAM will provide copies of these documents free of charge to Eligible Holders upon request to Epiq Systems Inc., at (646) 282-2500.
About RAAM Global Energy Company
RAAM Global Energy Company is engaged primarily in the exploration and development of oil and gas properties and in the resulting production and sale of natural gas, condensate and crude oil. RAAM's production facilities are located in the Gulf of Mexico, offshore Louisiana and onshore Louisiana, Texas, and California.
Certain statements and information in this press release may constitute "forward-looking statements." The words "believe," "expect," "anticipate," "plan," "intend," "foresee," "should," "would," "could" or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on RAAM's current expectations and beliefs concerning future developments and their potential effect on RAAM. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting RAAM will be those that it anticipates. RAAM's forward-looking statements involve significant risks and uncertainties (some of which are beyond its control) and assumptions that could cause actual results to differ materially from its historical experience and its present expectations or projections. Forward-looking statements involve known and unknown risks, uncertainties and other factors (some of which are beyond RAAM's control) that may cause RAAM's actual results, performance or achievements to be materially different from the anticipated future results or financial condition expressed or implied by the forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date hereof. RAAM undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
SOURCE RAAM Global Energy Company