Centennial Resource Development Announces Commitments for $910 Million Private Placement of Equity
05 December 2016 - 11:05PM
Centennial Resource Development, Inc. together with its affiliates
(“CDEV”, “Centennial” or the “Company”) (NASDAQ:CDEV)
(NASDAQ:CDEVW), today announced that it has entered into agreements
to issue and sell $910 million of equity securities to third-party
investors in a private placement, including its previously
announced agreement to issue and sell to an affiliate of Riverstone
Holdings LLC (“Riverstone”) up to $500 million of equity
securities. Centennial expects to use a portion of the net
proceeds from the offering to fully fund its pending acquisition of
the upstream assets of Silverback Exploration, LLC and the
remaining portion of the net proceeds for general corporate
purposes.
Third-party investors other than Riverstone will
purchase $480 million of CDEV Class A common stock at $14.54 per
share. Riverstone and affiliated funds will purchase $430
million in a combination of CDEV Class A common stock and
convertible preferred shares at the common equivalent of $14.54 per
share. The preferred shares will automatically convert into
shares of Class A common stock upon the approval of the Company's
stockholders of such conversion at a special meeting of
stockholders to be held for such purpose. Holders of the
preferred shares will not be entitled to a preferred dividend, but
will be entitled to participate in dividends payable on the common
stock. The preferred shares will also have a liquidation preference
of $0.0001 per share and holders will be entitled to participate
with common stockholders in distributions upon liquidation.
The closing of the equity issuance is expected
to occur on or before December 30, 2016 and is subject to certain
closing conditions, including the closing of the Silverback
acquisition and other customary closing conditions.
Citigroup Global Markets Inc. acted as placement
agent to Centennial. Weil, Gotshal & Manges LLP acted as
legal counsel to Centennial. Latham & Watkins LLP acted
as legal counsel to Riverstone.
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.
About Riverstone Holdings
LLC
Riverstone Holdings LLC is an energy and
power-focused private investment firm founded in 2000 by David M.
Leuschen and Pierre F. Lapeyre, Jr. with over $34 billion of
capital raised. Riverstone conducts buyout and growth capital
investments in the exploration & production, midstream,
oilfield services, power, and renewable sectors of the energy
industry. With offices in New York, London, Houston, and
Mexico City, Riverstone has committed over $33 billion to more than
120 investments in North America, Latin America, Europe, Africa,
and Asia.
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
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