Houston Exploration Announces Tender Offer and Consent Solicitation for $175 Million of 7% Senior Subordinated Notes due 2013
May 02 2007 - 9:00AM
PR Newswire (US)
HOUSTON, May 2 /PRNewswire-FirstCall/ -- The Houston Exploration
Company (NYSE:THX) ("Houston Exploration") today announced that it
is commencing a cash tender offer (the "Offer") for all of its
outstanding $175,000,000 aggregate principal amount of 7% Senior
Subordinated Notes due 2013 (the "Notes") on the terms and subject
to the conditions set forth in Houston Exploration's Offer to
Purchase and Consent Solicitation Statement dated May 2, 2007 (the
"Offer to Purchase"). Houston Exploration is also soliciting
consents for proposed amendments to the indenture under which the
Notes were issued that would eliminate most of the restrictive
covenants and events of default contained in the indenture. The
proposed amendments will be set forth in a first supplemental
indenture and are described in more detail in the Offer to
Purchase. The first supplemental indenture will not be executed
unless and until Houston Exploration has received consents from
holders of a majority of the outstanding principal amount of the
Notes, and the amendments will not become operative unless and
until Houston Exploration has accepted the Notes for purchase
pursuant to the Offer to Purchase. Consummation of the Offer is
subject to the satisfaction or waiver of a number of conditions set
forth in the Offer to Purchase, including the satisfaction or
waiver of all conditions to completion of Houston Exploration's
pending merger with Forest Oil Corporation ("Forest") and execution
of the first supplemental indenture. 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. The consent solicitation will expire at
5:00 p.m. Eastern time on May 21, 2007, unless extended (such date
and time, as they may be extended, the "Consent Deadline"). The
consideration to be paid by Houston Exploration for each $1,000
principal amount of Notes tendered prior to the Expiration Time 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 Deadline. Holders who consent to the proposed
amendments will be required to tender their Notes. As a result, the
total consideration to be paid by Houston Exploration to those
holders who deliver valid consents will be $1,012.50 per $1,000
principal amount of Notes, plus accrued and unpaid interest. Such
payment will be made promptly following both the Expiration Time
and the satisfaction or waiver of the conditions to closing of the
Offer. Notes tendered and related consents may be withdrawn prior
to the execution of the first supplemental indenture providing for
the proposed amendments but not afterwards, except in limited
circumstances where withdrawal rights are required by law. J.P.
Morgan Securities Inc. is acting as the dealer manager, and
Georgeson Inc. is the information agent for the Offer. Requests for
documentation should be directed to Georgeson Inc. at (800)
279-7074 (toll free). Questions regarding the tender offer and
consent solicitation should be directed to J.P. Morgan at (212)
270-3994 (collect). 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
Securities and Exchange Commission (the "SEC"). The definitive
joint proxy statement/prospectus will be mailed to stockholders of
Houston Exploration and Forest. 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, 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. Investors
and security holders are urged to read the definitive joint proxy
statement/prospectus and the other relevant materials before making
any voting or investment decision with respect to the proposed
transaction. 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
news 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, or Web site: http://www.houstonexploration.com/
http://www.forestoil.com/
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