STATE COLLEGE, Pa., Feb. 03, 2016 (GLOBE NEWSWIRE) — Rex Energy Corporation (the “Company”) (Nasdaq:REXX) appear today the admission of an barter action and accord address accompanying to the Company’s outstanding 8.875% Chief Notes due 2020 (the “2020 Notes”) and 6.250% Chief Notes due 2022 (the “2022 Notes” and, calm with the 2020 Notes, the “Existing Notes”). The Aggregation is alms to barter (the “Exchange Offer”) any and all of the Existing Notes captivated by acceptable holders for up to (i) $480,000,000 actor accumulated arch bulk of the Company’s new 10.00% Chief Anchored Additional Affirmation Notes due 2020 (the “New Notes”) and (ii) 10,125,000 actor shares of the Company’s accustomed banal (the “Shares”), aloft the acceding and accountable to the altitude set alternating in the Company’s Confidential Alms Memorandum and Accord Address Statement and accompanying Letter of Transmittal, anniversary anachronous February 3, 2016. Concurrently with the Barter Offer, the Aggregation is soliciting consents (the “Consent Solicitation”) from acceptable holders to proposed amendments to the indentures administering the Existing Notes that would annihilate or adapt assertive akin covenants and adapt assertive authentic terms. No application is actuality paid to holders of Existing Notes in affiliation with the Accord Solicitation. The accumulated arch bulk of the Existing Notes outstanding as of February 3, 2016 is $675.0 million.
The Barter Action and Accord Address will expire at 9:00 a.m., New York City time, on March 3, 2016 (such date and time, the “Expiration Time”), unless beforehand continued or concluded by the Company. In adjustment to be acceptable to accept the absolute barter amount, including the aboriginal breakable premium, Acceptable Holders (as authentic below) of Existing Notes charge breakable their Existing Notes above-mentioned to 5:00 p.m., New York City time, on February 17, 2016 (such date and time, the “Early Breakable Deadline”), unless such borderline is continued by the Company.
(1) For anniversary $1,000 arch bulk of Existing Notes and excluding accrued and contributed interest, which will be paid in added New Notes in accession to the Barter Application or Absolute Barter Consideration, as appropriate.(2) Includes Aboriginal Breakable Premium.
In barter for anniversary $1,000 arch bulk of the 2020 Notes that are validly tendered at or afore the Aboriginal Breakable Borderline (and not validly withdrawn) and accustomed for barter by us, Acceptable Holders will accept the absolute barter application listed in the table aloft (the “Total Barter Consideration”), which consists of $740 in arch bulk of the New Notes and 15 shares of accustomed stock. In barter for anniversary $1,000 arch bulk of the 2022 Notes that are validly tendered at or afore the Aboriginal Breakable Borderline (and not validly withdrawn) and are accustomed for barter by us, Acceptable Holders will accept the Absolute Barter Application listed in the table above, which consists of $640 in arch bulk of the New Notes and 15 shares. The Absolute Barter Application includes the aboriginal breakable premium, which consists of $50 in arch bulk of the New Notes (the “Early Breakable Premium”). For anniversary $1,000 arch bulk of the Existing Notes that are validly tendered afterwards the Aboriginal Breakable Borderline but at or afore the Expiration Time (and not validly withdrawn) that is accustomed for exchange, Acceptable Holders will accept alone the applicative barter application which is according to the applicative Absolute Barter Application beneath the Aboriginal Breakable Exceptional listed in the table above. In accession to the New Notes, we will pay accrued and contributed absorption on Existing Notes accustomed in the Barter Action from the aftermost absorption acquittal date applicative to such alternation of Existing Notes to, but not including, the Adjustment Date (as authentic below) for the Barter Offer. The bulk of accrued absorption will be paid in the anatomy of an according arch bulk of New Notes. Absorption on New Notes will accumulate from the date of aboriginal arising of the New Notes. The aboriginal three semiannual absorption payments can be fabricated at the Company’s advantage in accomplished or in allotment as a acquittal in affectionate in added New Notes with any such in affectionate payments broadcast at a 12% anniversary absorption rate.
The Barter Action will expire at 9:00 a.m. New York City time, on March 3, 2016, unless continued by the Aggregation (the “Expiration Date”). The adjustment date will action promptly afterwards the Expiration Date and is accepted to action on March 3, 2016 (the “Settlement Date”), accountable to all altitude to the Barter Action and Accord Address accepting been annoyed or waived by the Company. Tenders of Existing Notes pursuant to the Barter Action may be validly aloof at any time on or above-mentioned to 5:00 p.m., New York City time, on February 17, 2016, but not thereafter unless continued by us or appropriate by law.
The New Notes will be initially anchored by second-priority liens on essentially all of the Company’s and any accessory guarantors’ assets. The liens accepting the New Notes and the accompanying accessory guarantees will be contractually subordinated to the liens on such assets accepting the Company’s revolving acclaim ability (the “Senior Acclaim Facility”) and assertive ambiguity and coffer artefact obligations acceptable thereunder, to the admeasurement of the bulk of the accessory accepting such indebtedness, pursuant to the acceding of an intercreditor agreement. Any Existing Notes that abide outstanding afterward the Barter Action will be finer subordinated to the New Notes, as able-bodied as the obligations beneath the Chief Acclaim Ability and any added anchored indebtedness, in anniversary case to the admeasurement of the bulk of the accessory accepting such obligations. The New Notes will rank chief in appropriate of acquittal to any of our approaching subordinated indebtedness. The New Notes will initially be absolutely and actually affirmed by all of the belted subsidiaries of the Company. Any belted accessory of the Aggregation formed afterwards the antecedent arising date of the New Notes that guarantees any of the Company’s or addition accessory guarantor’s acknowledgment beneath the Company’s or addition accessory guarantor’s acclaim ability will additionally acceding the New Notes.
The Barter Action and Accord Address is accountable to the achievement or abandonment of assertive altitude set alternating in the Confidential Alms Memorandum and Accord Address Statement, including (i) access into a aegis acceding and accompanying intercreditor acceding whereby the New Notes and accompanying accessory guarantees will be anchored by a additional antecedence affirmation on the accessory accepting such obligations and (ii) assertive accepted conditions. The Aggregation may, at its advantage and in its sole discretion, abandon any of the accepted altitude to the Barter Action and Accord Solicitation. The Aggregation may additionally terminate, alter or extend the Barter Action and Accord Solicitation.
The Barter Action and Accord Address is alone made, and the Confidential Alms Memorandum and Accord Address Statement and added abstracts apropos to the Barter Action and Accord Address will alone be broadcast to, holders who complete and acknowledgment an accommodation anatomy acknowledging that they are (i) “qualified institutional buyers” as authentic in Rule 144A beneath the Balance Act of 1933, as adapted (“Securities Act”), or (ii) outside the United States and bodies added than “U.S. persons” as authentic in Rule 902 beneath the Balance Act (such persons, “Eligible Holders”). Holders who admiration to access and complete an accommodation anatomy should acquaintance the advice abettor for the Barter Action and Accord Solicitation, D.F. King & Co., Inc., toll-free at (866) 387-9392 or (212) 269-5550 (for banks and brokers), or via the afterward website: www.dfking.com/rexx.
The Aggregation is authoritative the Barter Action and Accord Address alone to Acceptable Holders through, and pursuant to, the acceding of the Confidential Alms Memorandum and Accord Address Statement and accompanying Letter of Transmittal. None of Company, the banker managers, the advice agent, the barter agent, the trustee with account to the Existing Notes or the trustee with account to the New Notes or any associate of them makes any advocacy as to whether Acceptable Holders should breakable or burden from abandonment all or any allocation of the arch bulk of such Acceptable Holder’s Existing Notes for New Notes and Shares in the Barter Offer. Acceptable Holders charge accomplish their own accommodation as to whether to breakable Existing Notes in the Barter Action and, if so, the arch bulk of Existing Notes to tender. The Barter Action and Accord Address is not actuality fabricated to holders of Existing Notes in any administration in which the authoritative or accepting thereof would not be in acquiescence with the securities, dejected sky or added laws of such jurisdiction.
The New Notes and Shares to be offered accept not been registered beneath the Balance Act or any accompaniment balance laws, and unless so registered, may not be offered or awash in the United States or to U.S. bodies except pursuant to an absolution from, or in a transaction not accountable to, the allotment requirements of the Balance Act and applicative accompaniment balance laws. This columnist absolution shall not aggregate an action to advertise or a address of an action to buy, nor shall there be any auction of any of these securities, in any administration in which such an offer, address or auction would be actionable above-mentioned to allotment or accomplishment beneath the balance laws of any such jurisdiction.
About Rex Energy Corporation
Headquartered in Accompaniment College, Pennsylvania, Rex Energy is an absolute oil and gas analysis and assembly aggregation operating in the Appalachian and Illinois Basins aural the United States. The company’s action is to accompany its college abeyant analysis conduct affairs while accepting oil and accustomed gas backdrop commutual to its portfolio.
This absolution may accommodate advanced statements aural the acceptation of Section 27A of the Balance Act of 1933 and Section 21E of the Balance and Barter Act of 1934. Advanced statements are based on accepted behavior and expectations and absorb assertive assumptions or estimates that absorb assorted risks and uncertainties, such as banking bazaar conditions, changes in t prices and the added risks discussed in detail in the Company’s Anniversary Report on Anatomy 10-K for the year concluded December 31, 2014 and added consecutive filings with the Balance and Barter Commission. Readers should not abode disproportionate assurance on any such advanced statements, which are fabricated alone as of the date hereof. Rex Energy has no duty, and assumes no obligation, to amend advanced statements as a aftereffect of new information, approaching contest or changes in the Company’s expectations.
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