Centennial Resource Development Announces its Intention to Deliver Notice of Redemption of Warrants
27 2월 2017 - 9:05PM
Centennial Resource Development, Inc. together with its affiliates
(“Centennial” or the “Company”) (NASDAQ:CDEV) (NASDAQ:CDEVW),
announced today that it intends to deliver a notice on March 1,
2017 for the redemption of all of its outstanding warrants
originally sold as part of units in its initial public offering in
February 2016 (the “Public Warrants”).
“We are very pleased to undertake this important
step towards simplifying our capital structure, clarifying our
share count and minimizing potential future dilution to Centennial
shareholders,” said Mark G. Papa, Chairman and Chief Executive
Officer of Centennial. “We encourage all of our Public
Warrant holders to exercise their warrants after the redemption
process is initiated on March 1, 2017.”
Under the warrant agreement that provides for
the terms of the Public Warrants, the Company has the right to
redeem the outstanding Public Warrants at any time after they
become exercisable on March 1, 2017 if the reported last sale price
of Centennial’s Class A Common Stock, par value $0.0001 per share
(the “Class A Common Stock”), equals or exceeds $18.00 per share
for any 20 trading days within a 30-trading day period ending on
the third business day before the Company delivers the notice of
redemption. On February 10, 2017, the reported last sale
price of the Class A Common Stock exceeded $18.00 for the twentieth
trading day in the 30-trading day period commencing on January 12,
2017 and ending on February 24, 2017, triggering the Company’s
right to deliver a notice of redemption of the Public Warrants on
March 1, 2017. The Company intends to require all holders of the
Public Warrants to exercise the Public Warrants on a “cashless
basis” and, accordingly, the Company will not receive any cash
proceeds from the exercise of the Public Warrants. Each holder of
Public Warrants that elects to exercise its Public Warrants will
receive, upon the exercise of such Public Warrants, a number of
shares of Class A Common Stock equal to the number of Public
Warrants held by such holder multiplied by the quotient determined
by dividing (x) the difference between the exercise price of a
Public Warrant of $11.50 and the Fair Market Value of a share of
Class A Common Stock by (y) the Fair Market Value of a share of
Class A Common Stock (such quotient, the “Exchange Ratio”), rounded
down to the nearest whole share. Under the warrant agreement, the
“Fair Market Value” of a share of Class A Common Stock means the
average last sale price of the Class A Common Stock for the 10
trading days ending on the third business day before the Company
sends the notice of redemption.
Centennial intends to deliver a Notice of
Redemption to the record holder of the Public Warrants on March 1,
2017, in which case the Fair Market Value of a share of Class A
Common Stock, as determined under the warrant agreement, will be
$18.44 per share, the average last sale price of the Class A Common
Stock for the 10-trading day period commencing on February 10, 2017
and ending on February 24, 2017, and the Exchange Ratio will be
0.376 shares of Class A Common Stock for each Public Warrant
exercised.
On March 31, 2017, all Public Warrants that have
not been exercised by that date will be redeemed by the Company at
a price of $0.01 per Public Warrant. As of February 24, 2017,
there were 16,666,643 Public Warrants issued and outstanding.
About Centennial Resource Development,
Inc.
Centennial Resource Development, Inc. is an
independent oil and natural gas company focused on the development
and acquisition of unconventional oil and associated liquids-rich
natural gas reserves in the Permian Basin. The Company’s assets and
operations, which are held and conducted through Centennial
Resource Production, LLC, are concentrated in the Delaware Basin, a
sub-basin of the Permian Basin. For additional information about
the Company, please visit www.cdevinc.com.
No Offer or Solicitation
This communication is for informational purposes
only and shall not constitute an offer to sell or the solicitation
of an offer to buy any securities pursuant to the proposed
transactions or otherwise, nor shall there be any sale of
securities in any jurisdiction in which the offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction.
Forward-Looking Statements
This communication includes certain statements
that may constitute “forward-looking statements” for purposes of
the federal securities laws. Forward-looking statements
include, but are not limited to, statements that refer to
projections, forecasts or other characterizations of future events
or circumstances, including any underlying assumptions. The
words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intends,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and similar
expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not
forward-looking. Forward-looking statements may include, for
example, statements about the benefits of the transaction described
in this communication; the future financial performance of
Centennial following the transaction; changes in Centennial’s
reserves and future operating results; and expansion plans and
opportunities. These forward-looking statements are based on
information available as of the date of this communication, and
current expectations, forecasts and assumptions, and involve a
number of judgments, risks and uncertainties. Accordingly,
forward-looking statements should not be relied upon as
representing Centennial’s views as of any subsequent date, and
Centennial does not undertake any obligation to update
forward-looking statements to reflect events or circumstances after
the date they were made, whether as a result of new information,
future events or otherwise, except as may be required under
applicable securities laws. You should not place undue
reliance on these forward-looking statements. As a result of
a number of known and unknown risks and uncertainties, Centennial’s
actual results or performance may be materially different from
those expressed or implied by these forward-looking
statements. Some factors that could cause actual results to
differ include Centennial’s ability to recognize the anticipated
benefits of the transaction, which may be affected by, among other
things, competition and the ability of Centennial to grow and
manage growth profitably following the transaction; changes in
applicable laws or regulations; the possibility that Centennial may
be adversely affected by other economic, business, and/or
competitive factors; and other risks and uncertainties indicated in
Centennial’s public filings with the Securities and Exchange
Commission.
Contact:
Hays Mabry
Director, Investor Relations
(713) 357-1393
ir@cdevinc.com
Centennial Resource (NASDAQ:CDEVW)
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Centennial Resource (NASDAQ:CDEVW)
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