Oklahoma City-based Ascent Resources LLC is offering to buy for cash up to $25 million of some of its shares.
The offer, known as an “unmodified reverse Dutch auction” was extended for the firm’s Series A units and Series B units at a price per common unit of not greater than $23.75. The company stated it intends to fund the Tender Offer with cash on hand and/or borrowings available under the senior secured reserve-based revolving credit facility of its wholly owned subsidiary, Ascent Resources Utica Holdings, LLC.
The Tender Offer is being made upon the terms and subject to the conditions set forth in the Company’s offer to purchase, dated as of the date hereof (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related letter of transmittal (the “Letter of Transmittal”).
The following table describes certain terms of the Tender Offer:
|
Title of Security |
Tender Cap |
Maximum Purchase Price Per Common Unit |
||
|
Series A Units |
$25,000,000 |
Up to $23.75 |
||
|
Series B Units |
An “unmodified reverse Dutch auction” tender offer requires the holders of Common Units (“Unitholders”) who wish to participate in the Tender Offer to specify the number of Common Units such Unitholder wishes to tender and the minimum price per Common Unit such Unitholder is willing to accept in exchange for the tendered Common Units (such Unitholder’s “Bid Price”).
Each Unitholder’s prospective Bid Price may not be more than $23.75. Tenders of Common Units greater than this price will not be accepted. Following 5:00 PM, Eastern Time, on January 20, 2025 (the “Expiration Date”), Ascent will accept tendered Common Units for purchase at the associated Bid Price in ascending Bid Price order (i.e. the Company will accept tendered Common Units with the lowest Bid Price first).
The Company will continue to accept tendered Common Units for purchase at increasing Bid Prices (each, a “Purchase Price”) until it has spent up to an aggregate purchase price equal to the Tender Cap. Unitholders who submit a Bid Price that is less than the maximum Purchase Price will receive their Bid Price per Common Unit and will not receive the maximum Purchase Price per Common Unit. Unitholders who submit a Bid Price which is greater than the maximum Purchase Price per Common Unit will not have their Common Units accepted in the Tender Offer and will not receive any consideration for such Common Units in connection with the Tender Offer.
In order for Unitholders to be eligible to receive the applicable Purchase Price for such Unitholder’s tendered Common Units, such Unitholders must validly tender their Common Units at or prior to the Expiration Date, as it may be extended by Ascent in its sole discretion or as required by law. Acceptance of validly tendered Common Units may be subject to proration as described in the Offer to Purchase.
