Midstates Petroleum Company, Inc.announced Wednesday the preliminary results of its tender offer to purchase for cash up to 5,000,000 shares of its common stock.
The offer price was $10 a share and the offer ended Tuesday, February 12 at 5 p.m. New York City time.
Based on the preliminary count by American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, approximately 18.8 million shares of the common stock were properly tendered and not properly withdrawn, including approximately 1.3 million shares that were tendered through notice of guaranteed delivery.
The number of shares conditionally tendered was approximately 157 based on the preliminary count by the depositary. Accordingly, Midstates expects to accept for purchase a total of 5,000,000 shares of its common stock at a purchase price of $10.00 per share, for an aggregate purchase price of approximately $50 million, excluding fees and expenses relating to the offer. The shares expected to be acquired represent approximately 19.7% of the Company’s currently outstanding common stock.
Since the offer was oversubscribed, the number of shares that Midstates will purchase from each tendering shareholder will be pro-rated. Based upon the preliminary count, Midstates estimates that the pro-ration factor for the shares would be approximately 26.7%.
The number of shares tendered and not withdrawn and the pro-ration factor are preliminary and are subject to verification by the depositary and the proper delivery of all shares tendered (including shares tendered pursuant to guaranteed delivery procedures). The actual number of shares properly tendered and not properly withdrawn and the pro-ration factor will be announced promptly following the guaranteed delivery period and completion of the verification process. Promptly after such announcement, the depositary will issue payment for the shares properly tendered and accepted under the tender offer and will return all other shares tendered. Payment for shares will be made in cash, without interest.
Midstates may, in the future, decide to purchase additional shares in the open market subject to market conditions and private transactions, tender offers or otherwise subject to applicable law. Any such purchases may be on the same terms as, or on terms that are more or less favorable to stockholders than, the terms of the offer. Whether Midstates makes additional repurchases in the future will depend on many factors, including but not limited to its business and financial performance, the business and market conditions at the time, including the price of the shares, and other factors Midstates considers relevant.