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CALGARY, ALBERTA – Dec. 17, 2013 – Lone Pine Resources Inc. (“Lone Pine” or the “Company”) today announced that the Company and its subsidiaries have filed with the Court of Queen’s Bench of Alberta (the “Court”) a plan of compromise and arrangement (the “Plan”) under the Companies’ Creditors Arrangement Act (“CCAA”) relating to their previously-announced restructuring plan. The Plan provides for, among other things, the conversion of outstanding 10.375% senior notes due 2017 and other unsecured debt into new common shares, an offering of new preferred shares to eligible affected creditors to raise between US$100 million and US$110 million in new capital, and the cancellation of all outstanding shares of Lone Pine common stock. Current shareholders of the Company will not receive any distributions under the Plan.
The Court has also authorized the Company and its subsidiaries to call and hold meetings of their affected unsecured creditors to consider and vote on the Plan. The creditors’ meetings have been called for Monday, January 6, 2014, and an information circular (the “Circular”) and other materials relating to the meetings have been sent to affected unsecured creditors in accordance with the Court’s order. Separate meetings will be held for the affected unsecured creditors of each of the Company and its subsidiaries.
The Circular includes a copy of the Plan and a report of PricewaterhouseCoopers Inc. (the “Monitor”), the Court-appointed monitor of Lone Pine and its subsidiaries, regarding, among other things, its assessment of the Plan and its conclusion that the Plan is, in its view, fair and reasonable.
Copies of the Plan, the Monitor’s report thereon, the Circular and other meeting materials have also been posted on the Monitor’s website at www.pwc.com/car-lpr.
In order to be approved by the relevant class of affected creditors, the Plan must be approved at the meeting of that class by a majority in number of affected creditors with voting claims representing at least two-thirds in value of the total voting claims of all such unsecured creditors who vote in person or by proxy at the meeting. Pursuant to the Court’s order, current shareholders of the Company do not vote on the Plan. If the Plan is approved by the required majorities of affected creditors, Lone Pine intends to apply to the Court for an order under the CCAA sanctioning and approving the Plan. A hearing before the Court for the sanction order is currently scheduled to commence on Thursday, January 9, 2014.
Implementation of the Plan is subject to creditor and court approvals as well as various other conditions described in the Plan.
The stay of proceedings against Lone Pine, its subsidiaries and its directors and officers, initially ordered by the Court on September 25, 2013 in connection with the commencement of creditor protection proceedings under the CCAA and subsequently recognized by the United States Bankruptcy Court for the District of Delaware under Chapter 15 of the United States Bankruptcy Code, remains in effect and has most recently been extended to and including January 10, 2014.
Further information regarding the Company’s restructuring proceedings under the CCAA and Chapter 15, including copies of all court orders and previously-filed reports of the Monitor, are available on the Monitor’s website at www.pwc.com/car-lpr.
The securities to be offered in connection with the restructuring have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The preferred shares will be offered only to accredited investors as such term is defined under Section 501 of Regulation D under the Securities Act. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy the securities nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and Canadian securities laws. All statements, other than statements of historical facts, that address activities that Lone Pine assumes, plans, expects, believes, projects, aims, estimates or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. The forward-looking statements provided in this news release are based on management’s current belief, based on currently available information, as to the outcome and timing of future events. Lone Pine cautions that forward-looking statements may include statements with respect to, among other things: our plans to hold creditors’ meetings to consider and vote on the proposed Plan; our plans to apply to the Court for an order under the CCAA sanctioning and approving the Plan and the timing thereof; our plans to implement a restructuring and the timing thereof; our future financial condition and results of operations; our access to capital and expectations with respect to liquidity, capital resources and our ability to continue as a going concern; estimates of future capital expenditures; our future revenues, cash flows and expenses; our plans and expectations with respect to the operation of our business and ability to satisfy our obligations during the restructuring; our future business strategy and other plans and objectives for future operations; our future development opportunities and production mix; our outlook on oil, natural gas and natural gas liquids (NGL) prices; the amount, nature and timing of future capital expenditures, including future development costs; our ability to access the capital markets to fund capital and other expenditures; estimates of our oil and natural gas reserves; estimates of our future oil, natural gas and NGL production, including estimates of any increases or decreases in our production; estimates of our average global market capitalization; our assessment of our counterparty risk and the ability of our counterparties to perform their future obligations; the impact of federal, provincial, territorial and local political, legislative, regulatory and environmental developments in Canada, where we conduct business operations, and in the United States; and our estimates of additional costs and expenses we may incur.
These risks relating to Lone Pine include, but are not limited to, our ability to complete a restructuring transaction or alternative transaction, including associated risks such as (i) our ability to negotiate and execute definitive documentation with respect to the restructuring (including our ability to complete a replacement senior secured credit facility) and obtain Court approval thereof, (ii) the effects of the commencement of the CCAA and Chapter 15 proceedings on us and the interests of various creditors, equity holders and other constituents, (iii) court rulings and the outcomes of the proceedings in general, (iv) the length of time we will operate under the proceedings; (v) risks associated with third party motions in the proceedings, which may interfere with our ability to consummate our restructuring plan, (vi) the potential adverse effects of the proceedings on our liquidity or results of operations, (vii) our ability to execute our business and restructuring plan, (viii) increased legal and other costs related to the proceedings, (ix) our ability to maintain contracts that are critical to our operation and to obtain and maintain normal terms and relationships with our suppliers, other service providers, customers, employees, stockholders and other third parties, and (x) our ability to retain key executives, managers and employees; our ability to generate sufficient cash flow from operations or obtain adequate financing to fund our capital expenditures and meet working capital needs and our ability to continue as a going concern during the restructuring; the volatility of oil, natural gas and NGL prices, and the related differentials between realized prices and benchmark prices; a continuation of depressed natural gas prices; the availability of capital on economic terms to fund our significant capital expenditures and acquisitions; our ability to obtain adequate financing to pursue other business opportunities; our ability to replace and sustain production; a lack of available drilling and production equipment, and related services and labor;
increases in costs of drilling, completion and production equipment and related services and labor; unsuccessful exploration and development drilling activities; regulatory and environmental risks associated with exploration, drilling and production activities; declines in the value of our oil and natural gas properties, resulting in ceiling test write-downs; the adverse effects of changes in applicable tax, environmental and other regulatory legislation; a deterioration in the demand for our products; the risks and uncertainties inherent in estimating proved oil and natural gas reserves and in projecting future rates of production and the timing of expenditures; the risks of conducting exploratory drilling operations in new or emerging plays; intense competition with companies with greater access to capital and staffing resources; the risks of conducting operations in Canada and the impact of pricing differentials, fluctuations in foreign currency exchange rates and political developments on the financial results of our operations; the uncertainty related to the pending litigation against us; and other risks as described in reports that Lone Pine files with the SEC and with Canadian securities regulators, including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and the other reports that Lone Pine files with the SEC and with Canadian securities regulators. Any of these factors could cause Lone Pine’s actual results and plans to differ materially from those in the forward-looking statements. We caution you not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release, and we undertake no obligation to update this information to reflect events or circumstances after the issuance of this news release, except as required by law.
Lone Pine Resources Inc. is engaged in the exploration and development of natural gas and light oil in Canada. Lone Pine’s principal reserves, producing properties and exploration prospects are located in Canada in the provinces of Alberta, British Columbia and Quebec and the Northwest Territories. For more information about Lone Pine, please visit its website at www.lonepineresources.com.
Lone Pine Resources Inc.
President & Chief Executive Officer
Lone Pine Resources Inc.
Vice President, Finance & Chief Financial Officer