Samson Resources II to Sell Its East Texas and North Louisiana Assets to Rockcliff Energy II LLC for $525 MM

TULSA, Okla., Aug. 1, 2017 /PRNewswire/ -- The Board of Directors of Samson Resources II, LLC ("Samson" or the "Company") has approved the sale of the Company's assets in East Texas and North Louisiana for a cash purchase price of $525.0 MM, subject to customary purchase price adjustments, to an affiliate of Rockcliff Energy II LLC ("Rockcliff Energy"), a privately held company headquartered in Houston, Texas.  The sale is expected to close on September 29, 2017, with an effective date of August 1, 2017.    

As previously disclosed, on May 8, 2017, Samson announced that it engaged investment banks Jefferies LLC and Houlihan Lokey Capital, Inc. to sell substantially all of the Company's East Texas and North Louisiana assets.  The agreement with Rockcliff Energy is for the sale of these marketed assets, which consists of approximately 210,000 net acres across East Texas and North Louisiana, producing approximately 90 MMCFe/d of production, net to the Company's interest. 

Samson's Board of Directors intends to use the proceeds upon closing to pay down all the outstanding debt (estimated to be between $210 - $215 MM as of September 1, 2017) remaining under its $280 MM senior secured revolving credit facility (due September 1, 2019), and fees associated with the transaction, with the remaining proceeds used to fund the Company's capital needs in 2018 along with a possible distribution to its equity investors.

Joseph A. Mills, President and Chief Executive Officer of Samson commented:  "We are very pleased with the outcome of a robust marketing process for our East Texas and North Louisiana assets.  Rockcliff Energy is a top tier oil and gas operator with a long successful history in the East Texas basin and the purchase price is reflective of the quality of the Samson assets in this area.  I also want to thank the Samson employees for all their hard work and dedication during this process to obtain a very positive outcome for the Company."

"Rockcliff Energy has significant expertise and a successful track record in East Texas/N. Louisiana and this acquisition establishes us as a major player in the region.  Furthermore, this land position, which is practically impossible to replicate, is strategically positioned in a very favorable natural gas market.  These assets provide a good balance of production and drilling inventory in multiple horizons, and we are excited to apply our deep unconventional experience and capabilities to create value for our investors over the years to come," said Alan Smith, Rockcliff Energy's President and CEO.

The sale of the East Texas assets comes after the Company acquired substantially all of the assets of Samson Resources Corporation upon its emergence from Chapter 11 bankruptcy on March 1, 2017.  In addition to this sale, the Company has closed on approximately $14 MM of additional company-wide non-core asset and equipment sales since March 1, 2017.

Upon closing the sale of the East Texas and North Louisiana assets, the Company will focus its efforts on developing its oil and gas assets located in the Powder River and the Green River Basins of Wyoming.  The Company owns approximately 146,000 net acres in the Powder River Basin and approximately 59,000 net acres in the Green River Basin and will explore a number of strategic and development opportunities.  

Providing Samson financial advice in this sales process were Jefferies LLC and Houlihan Lokey Capital, Inc. and legal advice was provided by Willkie Farr & Gallagher LLP.  Rockcliff Energy was represented by Locke Lord LLP.

Samson is a privately held onshore exploration and production company headquartered in Tulsa, Oklahoma.

Rockcliff Energy is a well-capitalized, privately-held oil and gas company headquartered in Houston, Texas.  Rockcliff Energy is currently active in the ArkLaTex region, the Delaware Basin and the San Andres horizontal play.  In addition to management's investment and ownership, the company's outside investor group is led by Quantum Energy Partners, a leading private equity firm focused on the oil and gas industry.  The investor group also includes numerous highly-regarded institutions, foundations and endowments, who invest directly alongside management. 

Forward-Looking Statements

In this press release, all statements that are not purely historical facts are 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 may be identified by the words "believe," "expect," "anticipate," "project," plan," "estimate," intend," "potential" and other similar expressions.  Forward-looking statements are based on currently available business, economic, financial and other information and reflect management's current beliefs, expectations and views with respect to future developments and their potential effects on Samson.  Actual results could vary materially depending on risks and uncertainties that may affect Samson and its business. Samson's actual actions and results may differ materially from what is expressed or implied by these statements due to a variety of factors, including (a) the ability of Samson to perform well and compete effectively upon its emergence from bankruptcy, (b) the impact of restrictions in Samson's exit financing on its ability to make capital investments and pursue strategic growth opportunities, (c) the ability of Samson to continue to attract and retain qualified employees following emergence, and (d) other risks and uncertainties as disclosed by Samson in the future. Samson assumes no obligation to update any forward-looking statement made in this press release to reflect subsequent events or circumstances or actual outcomes.

SOURCE Samson Resources II, LLC