TIDMCAZA
RNS Number : 4735H
Caza Oil & Gas, Inc.
01 December 2015
December 1, 2015
Caza Oil & Gas, Inc.
CAZA OIL & GAS UPDATES ON FINANCING DISCUSSIONS
HOUSTON, TEXAS (Marketwire - December 1, 2015) - Caza Oil &
Gas, Inc. ("Caza" or the "Company") (TSX:CAZ) (AIM:CAZA) hereby
provides an update regarding the status of its debt facilities with
Apollo Investment Corporation ("Apollo"), an investment fund
managed by Apollo Investment Management, as well as related
financing discussions.
As previously disclosed, the Company entered into a Note
Purchase Agreement (the "Note Agreement") dated May 23, 2013 with
Apollo, pursuant to which Apollo agreed to purchase from the
Company up to US$50,000,000 of its senior secured notes. As
reported in the announcement of its unaudited financial results for
the three months ended June 30, 2015 (the "Q2-2015 Results"), the
outstanding balance of the Apollo facility as at June 30, 2015 was
US$45,000,000, which is also the current outstanding balance as at
September 30, 2015. Throughout the period of the Note Agreement,
the Company has been required to comply with certain financial
covenants, which are tested quarterly, and to maintain a limit on
expenditures for general and administrative costs. As previously
disclosed, most recently in the Q2-2015 Results, the Company was
not fully in compliance with its financial covenants at June 30,
2015 and December 31, 2014 and, in February 2015, the Company and
Apollo executed a Third Amendment to the Note Purchase Agreement
pursuant to which Apollo provided a waiver of the relevant
financial covenants until September 30, 2015. On September 30,
2015, the Company and Apollo executed a Forbearance and Reservation
of Rights Agreement (the "Forbearance Agreement"), pursuant to
which Apollo agreed, subject to certain customary limitations and
conditions, to forbear from exercising certain of its rights and
remedies under the Note Agreement with respect to the Company's
breach of certain financial and other covenants until October 31,
2015. On October 30, 2015, the Company and Apollo executed an
Amended and Restated Forbearance and Reservation of Rights
Agreement (the "Amended Forbearance Agreement"), which replaced the
Forbearance Agreement in its entirety, and pursuant to which Apollo
agreed, subject to certain customary limitations and conditions, to
forbear from exercising certain of its rights and remedies under
the Note Agreement with respect to the Company's breach of certain
financial and other covenants until November 30, 2015.
On November 30, 2015, the Company and Apollo executed a Second
Amended and Restated Forbearance and Reservation of Rights
Agreement (the "Second Amended Forbearance Agreement"), which
replaced the Amended Forbearance Agreement in its entirety, and
pursuant to which Apollo agreed, subject to certain customary
limitations and conditions, to forbear from exercising certain of
its rights and remedies under the Note Agreement with respect to
the Company's breach of certain financial and other covenants until
December 31, 2015, subject to earlier termination as described
below.
Consistent with the Company's previously-stated strategy and in
view of the limited period of forbearance granted pursuant to the
Amended Forbearance Agreement, Caza's objective remains to conclude
a financing or a complete refinancing structure that might enable
the Company to retire the Apollo facility, together with sums owed
pursuant to the Convertible Loan Agreement entered into between
Caza and YA Global Master SPV Ltd. ("Yorkville"), an investment
fund managed by Yorkville Advisors Global, LP, and also provide
sufficient additional capital to continue developing its Bone
Spring assets. Accordingly, the Company and its advisers have been
actively considering all available debt and equity financing
options, as well as asset sales.
As previously released on October 1, 2015, the Company is in
advanced discussions with a third party regarding a potential
equity financing of the Company (and in connection with such
discussions, the Company has agreed to a short period of
exclusivity with such counterparty) (the "Potential Transaction").
The proposed terms of the Potential Transaction are subject to,
among other things, continued negotiation, a due diligence period,
board approval, and the entry of the parties into definitive
agreements. Given the number of conditions to the consummation of
the Potential Transaction, there can be no certainty that the
Potential Transaction will be concluded on acceptable terms.
Furthermore, although the Company has had the continued support of
Apollo during the course of these discussions, there can be no
certainty that the Potential Transaction will close or that Apollo
will continue to grant ongoing forbearance. The Second Amended
Forbearance Agreement provides that if Apollo determines in its
sole discretion that the Company and its operating subsidiary are
not diligently pursuing a transaction substantially similar to the
Potential Transaction during the forbearance period, Apollo may, by
three days' advance written notice, shorten the forbearance period
so that it ends on the latter of December 15, 2015, or the third
day after such notice is delivered.
If the Potential Transaction is consummated, it is likely to
take the form of an equity investment in the Company which, given
the current oil and gas commodity pricing environment, is likely to
subject the Company's existing shareholders to significant
dilution.
Further announcements will be made as appropriate.
About Caza
Caza is engaged in the acquisition, exploration, development and
production of hydrocarbons in the following regions of the United
States of America through its subsidiary, Caza Petroleum, Inc.:
Permian Basin (Southeast New Mexico and West Texas) and Texas and
Louisiana Gulf Coast (on-shore).
For further information, please contact:
Caza Oil & Gas, Inc.
Michael Ford, CEO +1 432 682 7424
John McGoldrick, Chairman +351 282 471 010 (Portugal)
Cenkos Securities plc
Neil McDonald +44 131 220 6939 (Edinburgh)
Nick Tulloch +44 131 220 9772 (Edinburgh)
VIGO Communications
Chris McMahon +44 20 7016 9570
The Toronto Stock Exchange has neither approved nor disapproved
the information contained herein.
ADVISORY STATEMENT
Information in this news release that is not current or
historical factual information may constitute forward-looking
information within the meaning of securities laws. Such information
is often, but not always, identified by the use of words such as
"seek", "anticipate", "plan", "schedule", "continue", "estimate",
"expect", "may", "will", "project", "predict", "potential",
"intend", "could", "might", "should", "believe", "develop", "test",
"anticipation" and similar expressions. In particular, information
regarding the terms, availability and completion of the Potential
Transaction or other potential transaction, Apollo's willingness to
support the Potential Transaction and to grant ongoing forbearance,
and shareholder dilution contained in this news release constitutes
forward-looking information within the meaning of securities
laws.
Implicit in this information are assumptions regarding the
ability to complete and likely terms of the Potential Transaction
and regarding Apollo's willingness to support the Potential
Transaction and to grant ongoing forbearance. These assumptions,
although considered reasonable by the Company at the time of
preparation, may prove to be incorrect. Readers are cautioned that
actual results of the Company are subject to a number of material
factors which could cause actual results to differ materially,
including the risk that Caza will be unable to complete the
Potential Transaction or an alternative transaction, risks
associated with Apollo's willingness to support the Potential
Transaction and to grant ongoing forbearance, and risks and
uncertainties associated with commodity prices and general
economic, market and business conditions.
For more exhaustive information on these risks and uncertainties
you should refer to the Company's most recently filed annual
information form which is available at www.sedar.com and the
Company's website at www.cazapetro.com. You should not place undue
importance on forward-looking information and should not rely upon
this information as of any other date. While we may elect to, we
are under no obligation and do not undertake to update this
information at any particular time except as may be required by
securities laws.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCURSARVUAAOUA
(END) Dow Jones Newswires
December 01, 2015 02:00 ET (07:00 GMT)
Caza Oil & Gas (LSE:CAZA)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Caza Oil & Gas (LSE:CAZA)
Graphique Historique de l'Action
De Juin 2023 à Juin 2024