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To: Glenn Petersen who wrote (2162)11/25/2009 1:28:09 PM
From: Glenn Petersen  Read Replies (1) | Respond to of 3862
 
If United Refining Energy [t]URX[/t] does not complete the acquisition of Chaparral Energy by the close of business on December 11, it will have to liquidate. In an effort to facilitate the transaction, the company has reset some of the terms of the proposed deal:

Chaparral Energy and United Refining Energy Announce Adjusted Economic Terms of Proposed Merger Transaction

- Increased value to public shareholders

- Shares to existing Chaparral shareholders reduced to 51.5 million from 58 million shares

- Sponsor shares reduced to 4.3 million from 5.6 million shares

- 50% reduction of earn-out shares

- Earn-out simplified: one price target of $15.00 within a six year period

Press Release
Source: Chaparral Energy, Inc.; United Refining Energy Corp.
On 5:05 pm EST, Tuesday November 24, 2009

OKLAHOMA CITY and NEW YORK, Nov. 24 /PRNewswire-FirstCall/ -- Chaparral Energy, Inc. ("Chaparral" or "the Company"), a privately-owned SEC reporting, independent oil and gas exploration and production company, and United Refining Energy Corp. ("URX"), a publicly held special purpose acquisition company (NYSE Amex: URX; Units: URX.U; Warrants: URX.WT) jointly announced that they have amended their definitive agreement. The new terms of the transaction have been revised so that Chaparral shareholders will now exchange their entire equity stake for 51.5 million shares in the combined company, a reduction of 6.5 million shares, and the shares held by the URX sponsor will be reduced from 5.6 million to 4.3 million shares. The total reduction of shares results in a revised upfront transaction value of approximately $1.7 billion, or 5.1x 2010 projected EBITDA. Additionally, the terms of the earn-out shares were simplified to reflect one stock price target of $15.00 per share, to be achieved within a six year period. The amount of contingent shares available to be earned by United Refining Energy's sponsor and current Chaparral Energy shareholders was reduced by 50%, or 2.8 million shares and 10 million shares, respectively. The redemption price for the warrants has been modified from $0.50 per warrant to $0.55 per warrant.

Additional information regarding the Company, its proposed acquisition of Chaparral and the related transactions is available in the revised Preliminary Proxy Statement and the Company's Current Reports on Form 8-K filed with the Securities and Exchange Commission ("SEC") on November 24, 2009 and October 14, 2009 (collectively the "Current Reports"), copies of which, together with other reports filed by the Company, may be obtained without charge, at the SEC's website at sec.gov.

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