Midstates Petroleum Announces Commencement of Tender Offer to Purchase up to 5,000,000 Shares of Its Common Stock at a Purchase Price of $10.00 Per Share
Midstates Petroleum Company, Inc. (NYSE: MPO) (“Midstates” or the
“Company”) announced today that it is commencing a tender offer to
purchase for cash up to 5,000,000 shares of its common stock (the
“shares”) at a purchase price of $10.00 per share. The number of shares
proposed to be purchased in the tender offer represents approximately
19.7% of the Company’s currently outstanding common stock. The closing
price of the Company’s common stock on January 11, 2019 was $8.27 per
share. The $10.00 purchase price per share in the tender offer
represents a premium of approximately 20.9% to the NYSE closing price
per share on January 11, 2019.
The Company will use a portion of its cash on hand and borrowings under
its revolving credit facility to fund the tender offer. Pro forma for
the tender offer, the Company expects to have liquidity of more than
$100 million to maintain operational flexibility, pursue strategic and
opportunistic mergers and acquisitions, and return additional capital to
shareholders from continuing free cash flow generation.
Pursuant to the tender offer, the Company’s stockholders may tender all
or a portion of their shares. Stockholders will receive the purchase
price in cash, subject to applicable withholding and without interest,
subject to the conditions of the tender offer, including the provisions
relating to proration and conditional tenders in the event that the
number of shares properly tendered and not properly withdrawn exceeds
5,000,000. These provisions are described in the Offer to Purchase and
in the Letter of Transmittal relating to the tender offer that will be
distributed to stockholders and filed with the Securities and Exchange
Commission (the “SEC”).
The tender offer will not be conditioned upon any minimum number of
shares being tendered; however, the tender offer will be subject to a
number of other terms and conditions specified in the Offer to Purchase.
The tender offer and withdrawal rights will expire at 5:00 p.m., New
York City time, on Tuesday, February 12, 2019, unless extended or
terminated. Tenders of shares must be made prior to the expiration of
the tender offer and may be withdrawn at any time prior to the
expiration of the tender offer. Stockholders wishing to tender their
shares but who are unable to deliver them physically or by book-entry
transfer prior to the expiration of the tender offer, or who are unable
to make delivery of all required documents to the depositary prior to
the expiration of the tender offer, may tender their shares by complying
with the procedures set forth in the Offer to Purchase for tendering by
notice of guaranteed delivery. D.F. King & Co., Inc., Inc. is serving as
information agent for the tender offer. BofA Merrill Lynch is acting as
dealer manager. American Stock Transfer & Trust Company, LLC is acting
as the depositary for the tender offer.
The Company’s Board of Directors has authorized the tender offer.
However, none of the Company, the Company’s Board of Directors, the
dealer manager, the information agent or the depositary makes any
recommendation to stockholders as to whether to tender or refrain from
tendering their shares. No person is authorized to make any such
recommendation. Stockholders must make their own decision as to whether
to tender their shares and, if so, how many shares to tender. In doing
so, stockholders should read carefully the information in, or
incorporated by reference in, the Offer to Purchase and in the Letter of
Transmittal (as they may be amended or supplemented), including the
purposes and effects of the offer. Stockholders are urged to discuss
their decisions with their own tax advisors, financial advisors and/or
brokers.
Important Information About Tender Offer
This press release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any shares of the
Company’s common stock. The offer is being made solely pursuant to the
Offer to Purchase and the related Letter of Transmittal, as they may be
amended or supplemented. Stockholders and investors are urged to read
the Company’s tender offer statement on Schedule TO to be filed
contemporaneously with the SEC in connection with the tender offer,
which will include as exhibits the Offer to Purchase, the related Letter
of Transmittal and other offer materials, as well as any amendments or
supplements to the Schedule TO when they become available, because they
contain important information. Each of these documents will be filed
with the SEC, and investors may obtain them for free from the SEC at its
website (www.sec.gov)
or from D.F. King & Co., the information agent for the tender offer, by
telephone at: (800) 591-6313 (toll-free), by email at: mpo@dfking.com
or in writing to: D.F. King & Co., Inc., 48 Wall Street, 22nd
Floor, New York, New York 10005; or from BofA Merrill Lynch the dealer
manager for the tender offer, by telephone at: (888) 803-9655.
Forward-Looking Statements
This press 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. All
statements, other than statements of historical facts, included in this
press release that address activities, events or developments that
Midstates expects, believes or anticipates will or may occur in the
future are forward-looking statements. Terminology such as “will,”
“would,” “should,” “could,” “expect,” “anticipate,” “plan,” “project,”
“intend,” “estimate,” “believe,” “target,” “continue,” “potential,” the
negative of such terms or other comparable terminology are intended to
identify forward-looking statements. Midstates believes that these
statements are based on reasonable assumptions, but such assumptions may
prove to be inaccurate. Such statements are also subject to a number of
risks and uncertainties, most of which are difficult to predict and many
of which are beyond the control of Midstates, which may cause Midstates’
actual results to differ materially from those implied or expressed by
the forward-looking statements. These include risks relating to, among
other things, the Company’s ability to consummate the tender offer.
Please read the Company’s filings with the SEC, including “Risk Factors”
in its Annual Report on Form 10-K, and if applicable, its Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K, and other public
filings and press releases for a discussion of risks and uncertainties
that could cause actual results to differ from those in such
forward-looking statements. All forward-looking statements speak only as
of the date of this press release. All forward-looking statements in
this press release are qualified in their entirety by these cautionary
statements. Midstates undertakes no obligation and does not intend to
update or revise any forward-looking statements, whether as a result of
new information, future results or otherwise.
About Midstates Petroleum Company, Inc.
Midstates Petroleum Company, Inc. is an independent exploration and
production company focused on the application of modern drilling and
completion techniques in oil and liquids-rich basins in the onshore U.S.
The Company’s operations are currently focused on oilfields in the
Mississippian Lime play in Oklahoma.
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