Houston Exploration Announces Receipt of Requisite Consents With Respect to Its Tender Offer and Consent Solicitation for Its 7%
22 5월 2007 - 9:52AM
PR Newswire (US)
HOUSTON, May 21 /PRNewswire-FirstCall/ -- The Houston Exploration
Company (NYSE:THX) today announced that it had received, as of 5:00
p.m. Eastern time on May 21, 2007 (the "Consent Expiration"),
tenders and consents from holders representing a majority of the
aggregate principal amount of its outstanding 7% Senior
Subordinated Notes due 2013 (the "Notes") in connection with its
previously announced cash tender offer and consent solicitation for
the Notes (the "Offer"), which commenced on May 2, 2007. Houston
Exploration intends to execute a supplemental indenture (the
"Supplemental Indenture") to the indenture governing the Notes to,
among other things, eliminate substantially all of the restrictive
covenants and to modify certain of the events of default and other
provisions in the indenture. The Supplemental Indenture will not
become operative until a majority in aggregate principal amount of
the outstanding Notes have been accepted for purchase by Houston
Exploration pursuant to the terms and conditions of Houston
Exploration's Offer to Purchase and Consent Solicitation Statement
dated May 2, 2007 (the "Offer to Purchase"). Houston Exploration's
obligation to accept for purchase, and to pay for, any Notes
pursuant to the Offer is conditioned upon, among other things, the
satisfaction or waiver of all conditions to completion of the
previously announced merger of Houston Exploration with and into
Forest Oil Corporation. The consideration to be paid by Houston
Exploration for each $1,000 principal amount of Notes tendered and
accepted for payment pursuant to the Offer is $1,010.00, plus
accrued and unpaid interest up to, but not including, the date of
payment for such Notes. In addition, a consent payment in the
amount of $2.50 per $1,000 principal amount of Notes will be paid
to those holders who consent to the proposed amendments prior to
the Consent Expiration. Holders who consent to the proposed
amendments will be required to tender their Notes. Holders who
tender their Notes after the Consent Expiration but before the
Expiration Time will not receive the consent payment. The Offer
will expire at 5:00 p.m. Eastern time on June 5, 2007, unless
extended (such date and time, as they may be extended, the
"Expiration Time") or terminated by Houston Exploration. Payments
to holders will occur on the business date Houston Exploration
selects after satisfaction or waiver of the conditions to the
Offer, which is expected to be June 6, 2007, assuming the
Expiration Time is not extended at the company's sole discretion.
Any Notes not tendered and purchased pursuant to the Offer will
remain outstanding and the holders thereof will be subject to the
terms of the Supplemental Indenture even though they did not
consent to the amendments. J.P. Morgan Securities Inc. is acting as
the dealer manager and solicitation agent, and Georgeson Inc. is
the information agent for the Offer. Questions regarding the Offer
should be directed to J.P. Morgan Securities Inc. at (212) 270-3994
(collect), attention: Laura Yachimski. Requests for documentation
should be directed to Georgeson Inc. at (866) 580-6748 (toll free).
Banks and brokerage firms please call (212) 440-9800. This
announcement is not an offer to purchase, a solicitation of an
offer to purchase or a solicitation to consent with respect to any
Notes. The Offer is being made solely pursuant to the Offer to
Purchase, which sets forth the complete terms and conditions of the
tender offer and consent solicitation. About The Houston
Exploration Company The Houston Exploration Company is an
independent natural gas and crude oil producer engaged in the
development, exploitation, exploration and acquisition of natural
gas and crude oil properties. The company's operations are focused
in South Texas, the Arkoma Basin, East Texas, and the Rocky
Mountains. For more information, visit the company's Web site at
http://www.houstonexploration.com/. Additional Information and
Where to Find It Houston Exploration and Forest have filed a
definitive joint proxy statement/prospectus dated May 1, 2007, and
other materials relating to their pending merger with the SEC. The
definitive joint proxy statement/prospectus was mailed to
stockholders of record of Houston Exploration and Forest as of the
close of business on April 30, 2007. Investors and security holders
are urged to read the definitive joint proxy statement/prospectus
and any other relevant documents filed with the SEC, as well as any
amendments or supplements to those documents, before making any
voting or investment decision with respect to the proposed
transaction, because they contain important information about
Houston Exploration, Forest and the proposed transaction. Investors
and security holders may obtain these documents free of charge at
the SEC's Web site at http://www.sec.gov/. In addition, the
documents filed with the SEC by Houston Exploration may be obtained
free of charge from the Houston Exploration Web site at
http://www.houstonexploration.com/. The documents filed with the
SEC by Forest may be obtained free of charge from Forest's Web site
at http://www.forestoil.com/. In addition, a free copy of the
definitive joint proxy statement/prospectus may be obtained from
Houston Exploration at 1100 Louisiana Street, Suite 2000, Houston,
Texas 77002, or from Georgeson Inc., the information agent, by
calling (866) 783-6553. Houston Exploration, Forest and their
respective directors and executive officers may be considered
participants in the solicitation of proxies in connection with the
proposed transaction. Information about the participants and their
direct and indirect interests in the solicitation is set forth in
the joint proxy statement/prospectus. Forward-looking Statements
This new release and oral statements regarding the subjects of this
release contain forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, Section 21E of the
Securities Exchange Act of 1934 and the Private Securities
Litigation Reform Act. All statements other than statements of
historical fact included in this news release are forward-looking
statements and reflect Houston Exploration's current expectations
and are based on current available information and numerous
assumptions. Although Houston Exploration believes that the
expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will
prove to have been correct. Factors that could cause actual results
to vary materially from those targeted, expected or implied are
more fully discussed in the company's filings with the SEC,
including the Annual Report on Form 10-K for the year ended
December 31, 2006, as amended, and in the joint proxy
statement/prospectus dated May 1, 2007, with respect to its pending
merger with Forest. Houston Exploration assumes no responsibility
to update any of the information referenced in this news release.
Contact: The Houston Exploration Company Melissa R. Aurelio
713-830-6887 DATASOURCE: The Houston Exploration Company CONTACT:
Melissa R. Aurelio of The Houston Exploration Company,
+1-713-830-6887, Web site: http://www.houstonexploration.com/
http://www.forestoil.com/
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