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8-K - FORM 8-K - PostRock Energy Corp | h83095e8vk.htm |
EX-2.1 - EX-2.1 - PostRock Energy Corp | h83095exv2w1.htm |
Exhibit 99.1
PostRock To Buy Stake In
Constellation Energy Partners
Constellation Energy Partners
OKLAHOMA CITY June 21, 2011 PostRock Energy Corporation (NASDAQ: PSTR) (PostRock)
today announced that it had agreed to purchase all of Constellation Energy Group, Inc.s (NYSE:
CEG) interests in Constellation Energy Partners LLC (NYSE: CEP). PostRock will acquire 5,918,894
Class B Member Interests, representing approximately 24.5% of that class along with all outstanding
Class A, Class C and Class D Member Interests.
In the transaction, PostRock will receive all of CEGs voting rights, including its right to
appoint two of the five members of CEPs Board. CEG will receive consideration comprised of $11.25
million of cash, $11.25 million of PostRock common stock and warrants to acquire an additional 1.5
million shares of PostRock common stock at a premium to market. Closing is subject to approval of
the transaction by the independent directors of CEP and a vote by PostRocks shareholders. In the
PostRock vote, White Deer has pledged the support of its 45% voting interest. PostRock and CEP
both have the majority of their assets and operations in the Cherokee Basin of Kansas and Oklahoma.
Commenting on the announcement, Terry W. Carter, PostRocks newly appointed Interim President,
said, With virtually all of the burden of PostRocks history now behind us, we have the ability to
focus on the long-term potential of the Company and its asset base. As one of our stated
objectives is to pursue increased efficiency in our Cherokee Basin assets and to work on
consolidating operations in the Basin, we believe this transaction could prove significant. It
should help us find ways to work with the second largest producer in the Basin.
PostRock Energy Corporation is engaged in the acquisition, exploration, development, production and
transportation of oil and natural gas, primarily in the Cherokee Basin of Kansas and Oklahoma. The
Company owns and operates over 3,000 wells and nearly 2,200 miles of gas gathering lines in the
Basin. It also owns a 1,120 mile interstate natural gas pipeline, which transports natural gas from
northern Oklahoma and western Kansas to Wichita and Kansas City.
Forward-Looking Statements
Opinions, forecasts, projections or statements, other than statements of historical fact, are
forward-looking statements that involve risks and uncertainties. Forward-looking statements in this
announcement are made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such expectations will
prove to be correct. Actual results may differ materially due to a variety of factors, some of
which may not be foreseen by the Company. These risks and other risks are detailed in the Companys
filings with the Securities and Exchange Commission, including risk factors listed in the Companys
Annual Report on Form 10-K and other filings with the SEC. The Companys filings with the SEC may
be found at www.pstr.com or www.sec.gov. By making these forward-looking statements, the
Company undertakes no obligation to update these statements for revisions or changes after the date
of this release.
Important Additional Information will be Filed with the SEC
PostRock plans to seek approval for the issuance of shares of PostRocks common stock and warrants
to purchase shares of PostRocks common stock to Constellation Energy Commodities Group, Inc.
(CECG) pursuant to the Purchase Agreement by and among PostRock, CECG, Constellation Energy
Partners Management, LLC and Constellation Energy Partners Holdings, LLC, dated June 17, 2011 (the
Purchase Agreement) at a special meeting of PostRocks stockholders. The proxy statement that
PostRock plans to file with the SEC and mail to its stockholders in connection with the special
meeting of stockholders will contain important information about PostRock, the transactions
contemplated by the Purchase Agreement and the other corporate matters described therein. Investors
and security holders are urged to read the proxy statement carefully when it is available before
making any voting or investment decision with respect to the issuance of additional shares of
PostRocks common stock and warrants to purchase shares of PostRocks common stock to CECG.
Investors and security holders will be able to obtain free copies of the proxy statement and other
documents filed with the SEC by PostRock through the web site maintained by the SEC at www.sec.gov.
In addition, investors and security holders will be able to obtain free copies of the proxy
statement from PostRock by contacting the corporate Secretary at our principal executive offices,
210 Park Avenue, Suite 2750, Oklahoma City, Oklahoma 73102, telephone number (405) 600-7704.
The Company and its directors and executive officers, may be deemed to be participants in the
solicitation of proxies with respect to the issuance of shares of PostRocks common stock and
warrants to purchase shares of PostRocks common stock to CECG and the other corporate matters set
forth in the proxy statement. Information regarding PostRocks directors and executive officers and
their ownership of Company stock is contained in PostRocks proxy statement for its 2010 annual
meeting of stockholders which was filed with the SEC on March 18, 2011. Investors and security
holders may obtain additional information regarding the direct and indirect interests of PostRock
and its directors and executive officers with respect to the proposed issuance of shares of
PostRocks common stock and warrants to purchase shares of PostRocks common stock to CECG by
reading the proxy statement and other filings referred to above.
Company Contacts: |
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Jack Collins
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North Whipple | |
Chief Financial Officer
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Manager, Corporate Development & Investor Relations | |
(405) 702-7460
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(405) 702-7423 |