Eclipse Resources Corporation (NYSE:ECR) (the “Company” or
“Eclipse Resources”) today announced that on January 11, 2019 the
New York Stock Exchange (the “NYSE”) notified the Company that it
had fallen below the NYSE’s continued listing standard related to
the closing price of its common stock. The NYSE requires that the
average closing price of a listed company’s common stock be no less
than $1.00 per share over a consecutive 30 trading-day period.
As has been previously announced, in connection with the
acquisition of Blue Ridge Mountain Resources, Inc. (“Blue Ridge”),
the Company will effect a 15-to-1 reverse stock split immediately
prior to the closing of the transaction. The Company anticipates
that the reverse stock split will return the Company to compliance
with the NYSE’s share price requirements. The acquisition of Blue
Ridge is expected to close during the first quarter of 2019.
Under the NYSE’s rules, Eclipse Resources has a period of six
months from the date of the NYSE notice to bring its share price
and 30 trading-day average share price back above $1.00. During
this period, Eclipse Resources’ common stock will continue to be
traded on the NYSE, subject to the Company’s compliance with other
NYSE continued listing requirements. As required by the NYSE, in
order to maintain its listing, Eclipse Resources will notify the
NYSE that it intends to cure the share price deficiency.
About Eclipse Resources
Eclipse Resources is an independent exploration and production
company engaged in the acquisition and development of oil and
natural gas properties in the Appalachian Basin, including the
Utica and Marcellus Shales. For more information, please visit the
Company’s website at www.eclipseresources.com.
No Offer or Solicitation
This communication relates to a proposed business combination
transaction (the “Transaction”) between the Company and Blue Ridge.
This communication is for informational purposes only and does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or a solicitation of any vote or approval, in any
jurisdiction, pursuant to the Transaction or otherwise, nor shall
there be any sale, issuance, exchange or transfer of the securities
referred to in this document in any jurisdiction in contravention
of applicable law. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended.
Additional Information and Where to
Find It
In connection with the Transaction, Eclipse Resources filed with
the SEC on January 7, 2019 an amendment to the registration
statement on Form S-4 (File No. 333-227815) that was
originally filed on October 12, 2018 that includes a
preliminary consent solicitation statement of Blue Ridge and a
preliminary information statement of Eclipse Resources and that
also constitutes a preliminary prospectus of Eclipse Resources.
Eclipse Resources will also file other documents with the SEC
regarding the Transaction, including the definitive consent
solicitation statement/information statement/prospectus. The
information in the preliminary consent solicitation
statement/information statement/prospectus is not complete and may
be changed. The definitive consent solicitation
statement/information statement/prospectus will be sent to the
stockholders of Eclipse Resources and Blue Ridge. This document is
not a substitute for the registration statement and preliminary
consent solicitation statement/information statement/prospectus
filed with the SEC, including any amendments or supplements
thereto, or any other documents that Eclipse Resources may file
with the SEC or that Eclipse Resources or Blue Ridge may send to
stockholders of Eclipse Resources or Blue Ridge in connection with
the Transaction. INVESTORS AND SECURITY HOLDERS OF ECLIPSE
RESOURCES AND BLUE RIDGE ARE URGED TO READ
THE REGISTRATION STATEMENT, THE PRELIMINARY CONSENT
SOLICITATION STATEMENT/INFORMATION STATEMENT/PROSPECTUS, THE
DEFINITIVE CONSENT SOLICITATION STATEMENT/INFORMATION
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ALL OTHER
RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS
WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY
AND IN THEIR ENTIRETY, BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE TRANSACTION AND RELATED
MATTERS.
Investors and security holders are able to obtain free copies of
the registration statement and the preliminary consent solicitation
statement/information statement/prospectus and all other documents
filed or that will be filed with the SEC by Eclipse Resources
through the website maintained by the SEC at www.sec.gov. Copies of
documents filed with the SEC by Eclipse Resources will be made
available free of charge on Eclipse Resources’ website at
www.eclipseresources.com or by contacting Eclipse Resources’
Investor Relations Department by phone at 814-325-2059.
Participants in
Solicitation
Eclipse Resources, Blue Ridge and certain of their respective
directors, executive officers and members of management and
employees may be deemed to be participants in the solicitation of
consents from the holders of Blue Ridge’s common stock in respect
to the Transaction.
Information regarding Eclipse Resources’ directors and executive
officers is contained in Eclipse Resources’ Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K. Information regarding Blue
Ridge’s directors and executive officers is contained in the
preliminary consent solicitation statement/information
statement/prospectus and other relevant materials filed with the
SEC. You can obtain a free copy of these documents at the SEC’s
website at www.sec.gov or by accessing Eclipse Resources’ website
at www.eclipseresources.com.
Investors may obtain additional information regarding the
interests of those persons who may be deemed participants in the
Transaction by reading the preliminary consent solicitation
statement/information statement/prospectus, the definitive consent
solicitation statement/information statement/prospectus when it
becomes available, and other relevant documents filed with the SEC
regarding the Transaction when they become available. You may
obtain free copies of these documents as described above.
Forward-Looking
Statements
This press release contains “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 (the “Exchange Act”). All statements, other than statements
of historical fact included in this press release, regarding, among
other things, strategy, future operations, financial position,
estimated revenues and income/losses, projected costs and capital
expenditures, prospects, plans and objectives of management are
forward-looking statements. When used in this press release, the
words “plan,” “endeavor,” “will,” “would,” “could,” “believe,”
“anticipate,” “intend,” “estimate,” “expect,” “project” and similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such
identifying words. These forward-looking statements are based on
Eclipse Resources’ and Blue Ridge’s current expectations and
assumptions about future events and are based on currently
available information as to the outcome and timing of future
events. When considering forward-looking statements, you should
keep in mind the risk factors and other cautionary statements
described in the consent solicitation statement/information
statement/prospectus and under Item 1A. Risk Factors in Eclipse
Resources’ Annual Report on Form 10-K filed with the Securities
Exchange Commission on March 2, 2018 (the “2017 Annual Report”) and
in Eclipse Resources’ Quarterly Reports on Form 10-Q.
With respect to the proposed Transaction and other matters
described herein, forward-looking statements may include, but are
not limited to, statements regarding our intention and efforts to
regain compliance with the continued listing rules of the NYSE,
statements regarding the expected timing and likelihood of the
completion of the Transaction; the timing, receipt and anticipated
terms and conditions of any required governmental and regulatory
approvals for the Transaction; the ability to complete the
Transaction considering the various closing conditions, including
approval by Blue Ridge’s stockholders; pro forma descriptions of
the combined company and its operations, integration and transition
plans, synergies, cost savings, opportunities and anticipated
future performance; the benefits of the Transaction and its impact
on the combined company’s business, operations, assets, results of
operations, liquidity and financial position; and any statements of
assumptions underlying any of the foregoing. In addition,
forward-looking statements may include statements about business
strategy; reserves and potential resources; general economic
conditions; financial strategy, liquidity and capital required for
developing properties and timing related thereto; realized natural
gas, natural gas liquids and oil prices; timing and amount of
future production of natural gas, natural gas liquids and oil;
hedging strategy and results; future drilling plans; competition
and government regulations, including those related to hydraulic
fracturing; the anticipated benefits under commercial agreements;
marketing of natural gas, natural gas liquids and oil; leasehold
and business acquisitions; the costs, terms and availability of
gathering, processing, fractionation and other midstream services;
the costs, terms and availability of downstream transportation
services; general economic conditions; credit markets; uncertainty
regarding future operating results, including initial production
rates and liquid yields in type curve areas; and plans, objectives,
expectations and intentions contained in this press release that
are not historical, including, without limitation, the guidance set
forth herein.
Eclipse Resources and Blue Ridge caution you that the
forward-looking statements pertaining to the proposed Transaction
described herein are subject to risks and uncertainties related to
the benefits from, or completion of, the proposed Transaction,
including, without limitation, failure to satisfy any of the
conditions precedent to the proposed Transaction (including the
possibility that stockholders of Blue Ridge may not approve the
Transaction), disruption of management time from ongoing business
operations due to the Transaction, adverse effects on the market
price of the common stock of Eclipse Resources or Blue Ridge and on
either company’s operating results because of a failure to complete
the proposed Transaction or because of any announcements related to
the Transaction, adverse effects on the ability of Eclipse
Resources and Blue Ridge to retain customers and retain and hire
key personnel and maintain relationships with their suppliers and
customers, failure to realize the expected benefits of the proposed
Transaction, negative effects of announcement or consummation of
the proposed Transaction on the market price of the common stock of
Eclipse Resources or Blue Ridge, and significant transaction costs,
unknown liabilities and/or unanticipated expenses such as
litigation expenses. In addition, if and when the proposed
Transaction is consummated, there will be risks and uncertainties
related to the combined company’s ability to successfully integrate
the operations of Eclipse Resources and Blue Ridge, including the
risk that the combined company may not operate as effectively and
efficiently as expected, may be unable to achieve synergies or may
take longer than expected to achieve synergies. In addition, all
forward-looking statements are subject to risks and uncertainties,
most of which are difficult to predict and many of which are beyond
the control of Eclipse Resources and Blue Ridge, incident to the
exploration for and development, production, gathering and sale of
natural gas, natural gas liquids and oil. These risks include, but
are not limited to, legal and environmental risks, drilling and
other operating risks, regulatory changes, commodity price
volatility and declines in the price of natural gas, natural gas
liquids and oil, inflation, lack of availability of drilling,
production and processing equipment and services, counterparty
credit risk, the uncertainty inherent in estimating natural gas,
natural gas liquids and oil reserves and in projecting future rates
of production, cash flow and access to capital, the timing of
development expenditures, and the other risks described in the
consent solicitation statement/information statement/prospectus and
under Item 1A. Risk Factors in the 2017 Annual Report and in
Eclipse Resources’ Quarterly Reports on Form 10-Q.
All forward-looking statements, expressed or implied, included
in this press release are expressly qualified in their entirety by
this cautionary statement and are based on assumptions that Eclipse
Resources or Blue Ridge believes to be reasonable but that may not
prove to be accurate. This cautionary statement should also be
considered in connection with any subsequent written or oral
forward-looking statements that Eclipse Resources, Blue Ridge or
persons acting on their behalf may issue. Except as otherwise
required by applicable law, Eclipse Resources and Blue Ridge
disclaim any duty to update any forward-looking statements to
reflect new information or events or circumstances after the date
of this joint press release. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak
only as of the date hereof.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190115005795/en/
Eclipse Resources CorporationDouglas Kris, Investor
Relations814-325-2059dkris@eclipseresources.com
ECLIPSE RESOURCES CORP (NYSE:ECR)
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