Matador Resources Company (NYSE: MTDR) (“Matador”) today
announced that it has commenced a cash tender offer (the “Tender
Offer”) to purchase any and all of the approximately $699.2 million
outstanding aggregate principal amount of its 5.875% senior notes
due 2026 (the “2026 Notes”) with a portion of the net proceeds from
Matador’s concurrent private placement of $800 million in aggregate
principal amount of senior unsecured notes due 2032 (the “New
Notes”), which was also announced today by Matador. The Tender
Offer is being made pursuant to an offer to purchase and related
notice of guaranteed delivery, each dated as of March 26, 2024. The
Tender Offer will expire at 5:00 p.m., New York City time, on April
1, 2024 (as such time and date may be extended, the “expiration
time”). Tendered 2026 Notes may be withdrawn at any time before the
expiration time.
Under the terms of the Tender Offer, holders of the 2026 Notes
that are validly tendered and accepted at or prior to the
expiration time, or holders who deliver to the depository and
information agent a properly completed and duly executed notice of
guaranteed delivery and subsequently deliver such 2026 Notes, each
in accordance with the instructions described in the offer to
purchase, will receive total cash consideration of $1,000.75 per
$1,000 principal amount of 2026 Notes, plus an amount equal to any
accrued and unpaid interest up to, but not including, the
settlement date, which is expected to be April 2, 2024, subject to
satisfaction of the Financing Condition described below.
The Tender Offer is contingent upon the satisfaction of certain
conditions, including the condition that Matador shall have raised
at least $700 million in gross proceeds from the offering of the
New Notes on or prior to the settlement date (the “Financing
Condition”). The Tender Offer is not conditioned on any minimum
amount of 2026 Notes being tendered. Matador may terminate, extend
or amend the Tender Offer in its sole discretion and postpone the
acceptance for purchase of, and payment for, 2026 Notes
tendered.
To the extent any 2026 Notes remain outstanding after the
consummation of the Tender Offer, Matador intends to satisfy and
discharge any remaining 2026 Notes in accordance with the terms of
the indenture governing the 2026 Notes.
The Tender Offer is being made pursuant to the terms and
conditions contained in the offer to purchase and related notice of
guaranteed delivery, each dated March 26, 2024, copies of which may
be requested from the information agent for the tender offer,
Global Bondholder Services Corporation, at (212) 430-3774 (brokers
and banks) and (855) 654-2015 (all others; toll-free), by email at
contact@gbsc-usa.com or via the following web address:
www.gbsc-usa.com/matadorresources. BofA Securities, Inc. will act
as Dealer Manager for the Tender Offer. Questions regarding the
Tender Offer may be directed to the Dealer Manager at (980)
388-4370 (collect) and (888) 292-0070 (toll free), or by email at
debt_advisory@bofa.com.
This press release is for informational purposes only, does not
constitute a notice of redemption or satisfaction and discharge
under the indenture governing the 2026 Notes and is neither an
offer to sell nor a solicitation of an offer to buy any security,
including the New Notes, nor a solicitation for an offer to
purchase any security, including the New Notes or the 2026 Notes,
nor does it constitute an offer, solicitation or sale in any
jurisdiction in which such offer, solicitation or sale would be
unlawful.
About Matador Resources Company
Matador is an independent energy company engaged in the
exploration, development, production and acquisition of oil and
natural gas resources in the United States, with an emphasis on oil
and natural gas shale and other unconventional plays. Its current
operations are focused primarily on the oil and liquids-rich
portion of the Wolfcamp and Bone Spring plays in the Delaware Basin
in Southeast New Mexico and West Texas. Matador also operates in
the Eagle Ford shale play in South Texas and the Haynesville shale
and Cotton Valley plays in Northwest Louisiana. Additionally,
Matador conducts midstream operations in support of its
exploration, development and production operations and provides
natural gas processing, oil transportation services, oil, natural
gas and produced water gathering services and produced water
disposal services to third parties.
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. “Forward-looking statements” are statements related to
future, not past, events. Forward-looking statements are based on
current expectations and include any statement that does not
directly relate to a current or historical fact. In this context,
forward-looking statements often address expected future business
and financial performance, and often contain words such as “could,”
“believe,” “would,” “anticipate,” “intend,” “estimate,” “expect,”
“may,” “should,” “continue,” “plan,” “predict,” “potential,”
“project,” “hypothetical,” “forecasted” and similar expressions
that are intended to identify forward-looking statements, although
not all forward-looking statements contain such identifying words.
Such forward-looking statements include, but are not limited to,
statements about guidance, projected or forecasted financial and
operating results, future liquidity, the payment of dividends,
results in certain basins, objectives, project timing, expectations
and intentions, regulatory and governmental actions and other
statements that are not historical facts. Actual results and future
events could differ materially from those anticipated in such
statements, and such forward-looking statements may not prove to be
accurate. These forward-looking statements involve certain risks
and uncertainties, including, but not limited to, risks and
uncertainties related to the capital markets generally, whether the
Company will offer the New Notes or consummate the offering, the
anticipated terms of the New Notes and the anticipated use of
proceeds, including the repurchase of the 2026 Notes, as well as
the following risks related to financial and operational
performance: general economic conditions; the Company’s ability to
execute its business plan, including whether its drilling program
is successful; changes in oil, natural gas and natural gas liquids
prices and the demand for oil, natural gas and natural gas liquids;
its ability to replace reserves and efficiently develop current
reserves; the operating results of the Company’s midstream oil,
natural gas and water gathering and transportation systems,
pipelines and facilities, the acquiring of third-party business and
the drilling of any additional salt water disposal wells; costs of
operations; delays and other difficulties related to producing oil,
natural gas and natural gas liquids; delays and other difficulties
related to regulatory and governmental approvals and restrictions;
impact on the Company’s operations due to seismic events; its
ability to make acquisitions on economically acceptable terms; its
ability to integrate acquisitions; disruption from the Company’s
acquisitions making it more difficult to maintain business and
operational relationships; significant transaction costs associated
with the Company’s acquisitions; the risk of litigation and/or
regulatory actions related to the Company’s acquisitions;
availability of sufficient capital to execute its business plan,
including from future cash flows, available borrowing capacity
under its revolving credit facilities and otherwise; the operating
results of and the availability of any potential distributions from
our joint ventures; weather and environmental conditions; and the
other factors that could cause actual results to differ materially
from those anticipated or implied in the forward-looking
statements. For further discussions of risks and uncertainties, you
should refer to Matador’s filings with the Securities and Exchange
Commission (“SEC”), including the “Risk Factors” section of
Matador’s most recent Annual Report on Form 10-K and any subsequent
Quarterly Reports on Form 10-Q. Matador undertakes no obligation to
update these forward-looking statements to reflect events or
circumstances occurring after the date of this press release,
except as required by law, including the securities laws of the
United States and the rules and regulations of the SEC. You are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press release.
All forward-looking statements are qualified in their entirety by
this cautionary statement.
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version on businesswire.com: https://www.businesswire.com/news/home/20240325481309/en/
Mac Schmitz Vice President – Investor Relations
investors@matadorresources.com (972) 371-5225
Matador Resources (NYSE:MTDR)
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