Latest news with #AgreementandPlanofMerger
Yahoo
15-04-2025
- Business
- Yahoo
Amplify Energy and Juniper Capital Announce Amendment to the Merger Agreement
Juniper to Contribute Incremental $10 Million in Cash Updates Oil and Gas Hedge Positions and Juniper Reserve Values HOUSTON, April 15, 2025 (GLOBE NEWSWIRE) -- Amplify Energy Corp. (NYSE: AMPY) ('Amplify' or the 'Company') today announced an amendment to the existing terms of its previously disclosed Agreement and Plan of Merger with Juniper Capital's ('Juniper') upstream Rocky Mountain portfolio companies. The amended agreement will now provide for Juniper to contribute an incremental $10 million of cash to further reduce the net debt of the combined companies. This amendment follows shareholder engagement and reflects Juniper's strong belief in the merits of the combination and focus on a strong pro forma company. As previously announced, at closing Amplify plans to issue Juniper approximately 26.7 million shares of Amplify common stock and assume approximately $133 million in net debt(1). Such incremental contribution was agreed to in Amendment No. 1 to the Agreement and Plan of Merger, dated April 14, 2025 (the 'Amendment'). Amplify intends to file supplemental proxy materials with the Securities and Exchange Commission (the 'SEC') in the coming days reflecting the Amendment. Martyn Willsher, Amplify's President and Chief Executive Officer, said, 'These amended terms reflect each party's belief in the long-term value creation of this proposed transaction and our commitment to shareholder engagement. This transaction has been thoroughly considered alongside a wide range of options by our board of directors, and we continue to believe that this combination is the best path for shareholders to realize the value they deserve.' Edward Geiser, Juniper's Managing Partner, added, 'In recognition of the recent market volatility, we believe the additional cash investment is justified to bolster the strength and liquidity of the combined company. We continue to believe that the combination of our Rockies assets with Amplify's existing operations offers investors a unique opportunity, which is capable of delivering significant shareholder value and free cash flow in a low or high commodity price environment. This increased capital investment reflects our continued confidence in the long-term value creation of the combined company and the top quality of the Amplify management team.' Updated Hedge Positions In response to shareholder concerns regarding the recent reduction in oil prices, Amplify is providing updated information regarding the current oil and gas hedge positions at both Amplify and Juniper. Mr. Willsher commented, 'Though oil prices have dropped considerably since we announced the transaction in January, Amplify and Juniper have taken significant steps to minimize the impact of commodity price volatility through their active hedging programs. As a percentage of proved developed producing reserves, Amplify has 80-85% of oil hedged in 2025 and 40-45% hedged in 2026, while Juniper has 65-70% of oil hedged in 2025 and 50-55% hedged in 2026. At current strip prices, Amplify's hedges have a present worth of approximately $25 million, while Juniper's hedges have a present worth of approximately $14 million.' As illustrated in the tables below (as of April 15, 2025), both Amplify and Juniper have meaningfully protected against downside commodity risk by hedging a significant portion of their forecasted PDP volumes. Amplify standalone hedge book: 2025 2026 2027 Natural Gas Swaps: Average Monthly Volume (MMBtu) 585,000 500,000 137,500 Weighted Average Fixed Price ($) $ 3.75 $ 3.79 $ 4.01 Natural Gas Collars: Two-way collars Average Monthly Volume (MMBtu) 500,000 517,500 437,500 Weighted Average Ceiling Price ($) $ 3.90 $ 4.11 $ 4.45 Weighted Average Floor Price ($) $ 3.50 $ 3.58 $ 3.56 Oil Swaps: Average Monthly Volume (Bbls) 128,583 90,500 9,000 Weighted Average Fixed Price ($) $ 70.85 $ 68.43 $ 63.65 Oil Collars: Two-way collars Average Monthly Volume (Bbls) 59,500 Weighted Average Ceiling Price ($) $ 80.20 Weighted Average Floor Price ($) $ 70.00 Juniper standalone hedge book: 2025 2026 2027 Oil Swaps: Average Monthly Volume (Bbls) 68,750 38,500 Weighted Average Fixed Price ($) $ 71.83 $ 66.79 Oil Collars: Two-way collars Average Monthly Volume (Bbls) 31,292 16,625 1,708 Weighted Average Ceiling Price ($) $ 75.26 $ 74.84 $ 76.15 Weighted Average Floor Price ($) $ 65.57 $ 63.12 $ 65.00 Updated Juniper Audited Reserves Amplify is also providing updated information regarding the audited reserve value associated with Juniper's assets. Assuming WTI oil prices at $60 per barrel held flat and Henry Hub gas prices at $3.50 per mmbtu held flat, the total proved reserve PV-10(2) value of Juniper's audited reserves is $356 million. Mr. Willsher commented, 'Combining Juniper's proved developed PV-10(2) value of $230 million with the value of Juniper's current hedge book ($14 million) generates total value of $244 million. Comparing this value to the pro forma debt of approximately $123 million (after Juniper's $10 million cash contribution), demonstrates the substantial equity value of the Juniper assets even in a sustained low oil price environment. Furthermore, as we've previously noted, we believe the Juniper assets have considerable incremental value provided by the extensive development potential, much of which is located on held-by-production leases, which would allow the combined company the flexibility to slow development during low commodity prices but capitalize on higher prices to the benefit of our investors.' Mr. Willsher concluded, 'We believe the merger provides numerous benefits to shareholders, including the scale and flexibility to weather commodity cycles like we are currently experiencing. Amplify's low-decline asset base complements Juniper's high margin assets, which are then further supported by our strong combined hedge positions. With substantial flexibility to defer discretionary capital projects, and our ongoing focus on delivering value to investors in any environment, we continue to expect we will generate strong free cash flow in 2025 and in the years ahead.' The details of Juniper's Audited Reserves are provided in the table below: Estimated Net Reserves Proved Developed Proved Undeveloped Total Proved Oil | Natural Gas Price PV-10 PV-10 PV-10 (in millions) $70 | $3.50 $335 $280 $615 $60 | $3.50 230 126 356 Special Meeting of Stockholders The Special Meeting of Stockholders (the 'Special Meeting') to approve the proposals is scheduled to be reconvened on April 23, 2025, at 9:00 a.m. Central Time (and the meeting will be held virtually via the internet at The record date for the Special Meeting, March 3, 2025, is unchanged and applies to the reconvened Special Meeting. Stockholders who have already cast their votes do not need to take any action, unless they wish to change or revoke their prior proxy or voting instructions, and their votes will be counted at the reconvened Special Meeting. For stockholders who have not yet cast their votes, we urge them to vote their shares now, so they can be tabulated prior to the reconvened Special Meeting. For more information on how to vote, please call the Company's proxy solicitor, Sodali & Co, on their toll-free number (800) 662-5200 or email AMPY@ The Company's Board of Directors continues to recommend that shareholders vote 'FOR' the two proposals regarding the merger and identified in the Company's definitive proxy statement. About Amplify Energy Amplify Energy Corp. is an independent oil and natural gas company engaged in the acquisition, development, exploitation and production of oil and natural gas properties. Amplify's operations are focused in Oklahoma, the Rockies (Bairoil), federal waters offshore Southern California (Beta), East Texas / North Louisiana, and the Eagle Ford (Non-op). For more information, visit Forward-Looking Statements This press release includes 'forward-looking statements.' All statements, other than statements of historical fact, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Terminology such as 'could,' 'believe,' 'anticipate,' 'intend,' 'estimate,' 'expect,' 'may,' 'continue,' 'predict,' 'potential,' 'project' and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve risks and uncertainties and other factors that could cause the Company's actual results or financial condition to differ materially from those expressed or implied by forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include the statements about the Company's expectations of plans, goals, strategies (including measures to implement strategies), objectives and anticipated results with respect thereto and the expected timing of the reconvened Special Meeting. Please read the Company's filings with the SEC, including 'Risk Factors' in the Company's Annual Report on Form 10-K, and if applicable, the Company's Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, which are available on the Company's Investor Relations website at or on the SEC's website at for a discussion of risks and uncertainties that could cause actual results to differ from those in such forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements in this press release are qualified in their entirety by these cautionary statements. Except as required by law, the Company undertakes no obligation and does not intend to update or revise any forward-looking statements, whether as a result of new information, future results or otherwise. Footnotes 1) Net debt at announcement consisted of $140 million outstanding as of 12/31/2024 less $2 million of cash and pro forma of $5 million of cash to be contributed by Juniper before the closing date. 2) The estimated net reserves are based on 2024 Year End reserves and are evaluated at flat pricing. PV-10 is a non-GAAP financial measure that represents the present value of estimated future cash inflows from proved oil and natural gas reserves that are calculated using the unweighted arithmetic average first-day-of-the-month prices for the prior 12 months, less future development and operating costs, discounted at 10% per annum to reflect the timing of future cash flows. The most directly comparable GAAP measure to PV-10 is standardized measure. PV-10 differs from standardized measure in its treatment of estimated future income taxes, which are excluded from PV-10. Amplify believes the presentation of PV-10 provides useful information because it is widely used by investors in evaluating oil and natural gas companies without regard to specific income tax characteristics of such entities. PV-10 is not intended to represent the current market value of the estimated proved reserves. PV-10 should not be considered in isolation or as a substitute for the standardized measure as defined under GAAP. As GAAP does not prescribe a comparable GAAP measure for PV-10 of reserves adjusted for pricing sensitives, it is not practicable for us to reconcile PV-10 to a standardized measure or any other GAAP measure. Contacts Amplify Energy Jim Frew -- Senior Vice President and Chief Financial Officer(832) Michael Jordan -- Director, Finance and Treasurer(832) Sodali & Co. Michael Verrechia / Eric Kamback / Christopher Rice(800) 662-5200AMPY@ FTI Consulting Tanner Kaufman / Brandon Elliott / Rose Zuamplifyenergy@ in to access your portfolio
Yahoo
10-03-2025
- Business
- Yahoo
Novolex Announces Cash Tender Offer for 7.950% Debentures due 2025 of Pactiv LLC
CHARLOTTE, N.C., March 10, 2025 /PRNewswire/ -- Novolex Holdings, LLC ("Novolex" or the "Offeror") announced today its offer to purchase for cash any and all of the $217,298,000 aggregate principal amount of outstanding 7.950% Debentures due 2025 (the "Notes") issued by Pactiv LLC (f/k/a Tenneco Packaging Inc.) ("Pactiv LLC"), a wholly-owned subsidiary of Pactiv Evergreen Inc. ("PEI"). This offer to purchase the Notes is referred to herein as the "Tender Offer." The Tender Offer is being made in connection with the previously announced acquisition of PEI pursuant to the Agreement and Plan of Merger, dated December 9, 2024 (as amended, supplemented, waived or otherwise modified from time to time, the "Merger Agreement"), by and among Alpha Lion Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Offeror ("Merger Sub"), the Offeror and PEI, which provides that Merger Sub will merge with and into PEI (the "Merger"), with PEI continuing as the surviving corporation in the Merger. The Offeror's obligation to accept and pay for the Notes in the Tender Offer is conditioned upon (i) the closing of the Merger, (ii) the receipt of sufficient proceeds by the Offeror in the financing transactions related to the Merger to pay for the tendered Notes (the "Financing") and (iii) the satisfaction or waiver of other customary conditions. The Tender Offer is being made upon the terms and subject to conditions described in the Offer to Purchase, dated March 10, 2025 (as it may be amended or supplemented from time to time, the "Offer to Purchase"), which sets forth a detailed description of the Tender Offer. Holders of the Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Tender Offer. The following table summarizes the material pricing terms of the Tender Offer: Title ofSecurity CUSIP Number Principal Amount Outstanding Reference Security Bloomberg Reference Page(1) FixedSpread(basispoints) EarlyTender Premium (per$1,000)(2) Hypothetical TotalConsideration(3) 7.950%Debenturesdue 2025 880394AB7 $217,298,000 4.000% 2025 FIT3 50 bps $30 $1,022.61(1) The applicable page on Bloomberg from which the Dealer Managers named below will quote the bid side prices of the U.S. Treasury Reference Security. (2) The Total Consideration (as defined below) for Notes validly tendered prior to or at the Early Tender Time (as defined below) and accepted for purchase is calculated using the Fixed Spread (as defined below) and is inclusive of the Early Tender Premium (as defined below). (3) Hypothetical Total Consideration per $1,000 principal amount of Notes validly tendered at or prior to the Early Tender Time and accepted for purchase, based on the hypothetical applicable yield determined as of 10:00 a.m., New York City time, on March 10, 2025. Excludes Accrued Interest (as defined below) and assumes an early settlement date of April 1, 2025 (although such date may change without notice). The applicable yield used to determine actual consideration is expected to be calculated on March 24, 2025. See Schedule A of the Offer to Purchase for the calculation formula for determining the Total Consideration. The Tender Offer will expire at 5:00 p.m., New York City Time, on April 7, 2025, unless extended or earlier terminated (the "Expiration Time"). Holders of Notes must validly tender and not validly withdraw their Notes prior to or at 5:00 p.m., New York City time, on March 24, 2025 (such time and date, as it may be extended, the "Early Tender Time"), and such Notes must be accepted for purchase, to be eligible to receive the Total Consideration, plus Accrued Interest, if any. If a holder validly tenders Notes after the Early Tender Time but prior to or at the Expiration Time, and such Notes are accepted for purchase, such holder will only be eligible to receive the Tender Offer Consideration (as defined below), which does not include the Early Tender Premium, plus Accrued Interest, if any. Notes tendered pursuant to the Tender Offer may be withdrawn prior to or at, but not after, 5:00 p.m., New York City Time, on March 24, 2025 (such time and date, as it may be extended, the "Withdrawal Deadline"). The total consideration for each $1,000 principal amount of the Notes validly tendered (and not validly withdrawn) prior to the Early Tender Time and accepted for purchase pursuant to the Tender Offer will be calculated in the manner described in the Offer to Purchase by reference to the fixed spread for the Notes specified in the table above (the "Fixed Spread") plus the applicable yield based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table above at 10:00 a.m., New York City time, on March 24, 2025 (excluding Accrued Interest with respect to the Notes, the "Total Consideration"). The Total Consideration includes an early tender premium per $1,000 principal amount of Notes accepted for purchase as set forth in the table above (the "Early Tender Premium"). Notes validly tendered after the Early Tender Time but prior to the Expiration Time and accepted for purchase will receive the Total Consideration minus the Early Tender Premium (the "Tender Offer Consideration"). In addition to the Total Consideration or the Tender Offer Consideration, as applicable, all holders of Notes accepted for purchase will also receive accrued and unpaid interest on Notes validly tendered and accepted for purchase from the last interest payment date up to, but excluding, the Early Settlement Date or the Final Settlement Date (each as defined below and, collectively, the "Settlement Dates"), as applicable ("Accrued Interest"), payable on the Early Settlement Date or the Final Settlement Date, as applicable. The Early Tender Time is the last time for holders to tender the Notes in order to be eligible to receive the Total Consideration. Subject to the satisfaction or waiver of the conditions to the Tender Offer, the Offeror reserves the right, in its sole discretion, to pay for the Notes that are validly tendered prior to or at the Early Tender Time and that are accepted for purchase on the date referred to as the "Early Settlement Date." The Early Settlement Date, if applicable, will be a date following the Early Tender Time on which the conditions to the Tender Offer have been satisfied or waived. We intend for the Early Settlement Date to coincide with the closing of the Merger. The Tender Offer will expire at the Expiration Time. Payment for the Notes that are validly tendered after the Early Tender Time and prior to or at the Expiration Time and that are accepted for purchase will be made on the date referred to as the "Final Settlement Date." The Final Settlement Date will be promptly following the Expiration Time. The Tender Offer is contingent upon the satisfaction of certain conditions, including the completion of the Merger and the receipt by the Offeror of sufficient proceeds from the Financing to pay for the tendered Notes. If any of the conditions are not satisfied, the Offeror is not obligated to accept for payment, or pay for, and may delay the acceptance for payment of, any tendered Notes and may even terminate the Tender Offer. The Offeror reserves the right to amend, extend, terminate or waive any condition of the Tender Offer. Full details of the terms and conditions of the Tender Offer are included in the Offer to Purchase. This press release is for informational purposes only and does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, the Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The Tender Offer is being made solely pursuant to the Offer to Purchase made available to holders of the Notes. None of the Offeror, PEI or Pactiv LLC or their respective affiliates or their and their respective affiliates' respective boards of directors or managers, the dealer managers, the tender agent and information agent or the trustee with respect to the Notes is making any recommendation as to whether or not holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offer. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisors and make their own decisions whether to tender Notes in the Tender Offer, and, if so, the principal amount of Notes to tender. UBS Investment Bank and Wells Fargo Securities, LLC are acting as dealer managers (the "Dealer Managers") for the Tender Offer. Global Bondholder Services Corporation is acting as the tender agent and information agent for the Tender Offer. Requests for the Offer to Purchase may be directed to Global Bondholder Services Corporation at (212) 430-3774 (for brokers and banks) or (855) 654-2015 (for all others). Questions or requests for assistance in relation to the Tender Offer may be directed to the Dealer Managers as follows: (1) to UBS Investment Bank at (212) 882-5723 (collect), (833) 690-0971 (toll-free) or by email to americas-lm@ and (2) to Wells Fargo Securities at (704) 410-4759 (collect), (866) 309-6316 (toll-free) or by email to liabilitymanagement@ About NovolexNovolex develops and manufactures diverse packaging products for multiple industries in the foodservice, delivery and carryout, food processor and industrial markets that touch nearly every aspect of daily life. The Novolex family of brands provides customers with innovative food and delivery packaging and performance solutions products for their business needs today while investing in research and development to engineer more sustainable choices for the future. With more than 10,000 employee families, Novolex operates 56 manufacturing facilities in North America and Europe, including two world-class plastic film recycling centers. To learn more about Novolex, visit Forward-Looking StatementsThis press release contains forward-looking statements within the meaning of applicable federal securities laws. The forward-looking statements include, without limitation, statements concerning the Tender Offer, the Financing and the Merger. Forward-looking statements involve risks and uncertainties, including but not limited to economic, competitive, and technological factors outside the Offeror's control that may cause actual results to differ materially from the forward-looking statements. You should not place undue reliance on forward-looking statements as a prediction of actual results. The Offeror expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in expectations or events, conditions or circumstances on which any such statements are based. Media ContactNovolexNovolexMedia@ View original content to download multimedia: SOURCE Novolex Sign in to access your portfolio
