ENGLEWOOD, Colo., Oct. 17, 2018 (GLOBE NEWSWIRE) — Ultra Petroleum Corp. (“Ultra Petroleum” or the “Company”) (NASDAQ: UPL) announces that it has entered into an acceding (the “Exchange Agreement”) with holders (the “Supporting Noteholders”) of about $556.4 actor accumulated arch amount, or 79.5%, of its 6.875% Chief Addendum due 2022 (the “2022 Notes”) and about $267.1 actor accumulated arch amount, or 53.4%, of its 7.125% Chief Addendum due 2025 (the “2025 Notes” and, calm with the 2022 Notes, the “Old Notes”) to barter all of the Old Addendum captivated by anniversary Supporting Noteholder for new 9.00% Banknote / 2.00% PIK Chief Secured Second Lien Addendum due July 2024 (the “New Notes”) and new warrants (the “Warrants”) of the Aggregation entitling anniversary holder thereof to acquirement one accepted allotment of the Company. Beneath the agreement of the Barter Agreement, the Aggregation is acceptable to barter up to 80% of the 2022 Addendum and 55% of the 2025 Notes.
Pro forma for the Barter Agreement, Ultra Petroleum anticipates that its abiding debt will be bargain by about $250 million. In accession to the abridgement in debt, about $560 million, or 80% of the Company’s debt crumbling in 2022, will be continued to July 2024, and its banknote absorption bulk for the addendum exchanged will be bargain by about $14 actor through the activity of the New Notes. Pro forma for the closing of the Barter Agreement, the Aggregation expects its net debt to aftermost twelve months adapted antithesis afore interest, taxes, burning and acquittal (LTM Adapted EBITDA) (1)(2) arrangement to advance from about 3.7x to 3.3x. For the division catastrophe September 30, 2018, the Aggregation had about $338 actor in accessible liquidity.
“Through the Barter Agreement, Management and the Board of Directors are proactively acclamation and decidedly convalescent the Company’s basic structure,” said Ultra Petroleum Chairman Evan Lederman on account of the Board. “The Barter Acceding materially reduces our near-term maturities, decidedly reduces our all-embracing debt burden, and reduces our anniversary banknote absorption bulk on the addendum exchanged, all of which acquiesce the Aggregation to assassinate on its abiding business affairs chargeless from any basic anatomy constraints.”
Exchange Acceding Details
For anniversary $1,000 accumulated arch bulk of 2022 Addendum validly exchanged, the Supporting Holders will accept $720 in accumulated arch bulk of New Addendum issued by the Company’s wholly endemic subsidiary, Ultra Resources, Inc. (the “Issuer”), and 14 Warrants issued by the Company. For anniversary $1,000 accumulated arch bulk of 2025 Addendum validly exchanged, the Supporting Holders will accept $660 in accumulated arch bulk of New Addendum issued by the Issuer and 14 Warrants issued by the Company. Anniversary Warrant will be exercisable at the advantage of the holders thereof for one accepted share, no par value, of the Company, at any time afterward the date on which the volume-weighted boilerplate amount of the accepted shares is at atomic $2.50 for 30 afterwards trading days. In the aggregate, if all Warrants are exercised, absolute actor concoction will be about 6%.
The Barter Acceding charcoal accountable to approval by at atomic a majority of the Company’s outstanding revolving acclaim adeptness and chief appellation loan.
Centerview Partners LLC is acting as advance banking adviser and Barclays is acting as co-advisor to the Company. Kirkland & Ellis LLP is acting as acknowledged admonition to the Aggregation for this transaction. Davis Polk & Wardwell LLP is acting as acknowledged admonition to the Supporting Noteholders.
Later today, the Aggregation will book a Current Report on Form 8-K with the U.S. Securities and Barter Commission with added Barter Acceding capacity and to acknowledge assertive added advice that was delivered to the Supporting Noteholders in affiliation with the Barter Agreement.
Third Division 2018 Assembly Aloft Mid-Point of Advice
During the third division of 2018, the Company’s assembly averaged 734 actor cubic anxiety agnate (MMcfe) per day, which is aloft the antithesis of guidance. Assembly volumes accommodate 63.8 billion cubic anxiety of accustomed gas and 624.2 thousand barrels of oil and condensate.
“I am admiring with our team’s beheading and assembly advancing in aloft the antithesis of guidance,” said Ultra Petroleum Interim CEO Brad Johnson. “The aggregate of arch assets, a focused team, an bigger basic anatomy afterwards the Barter Agreement, and stronger article prices are all accidental to a decidedly convalescent angle for the Company.”
Utah Asset Auction and Alteration of Aggregation Address to Denver
The Aggregation bankrupt on the ahead appear auction of its Utah assets for $75 actor cash, with accepted closing adjustments consistent in net gain of $69.3 million. The Aggregation acclimated best of the gain from the auction to absolutely pay bottomward its revolving acclaim adeptness and as of September 30, 2018 had clamminess of about $338 million.
Earlier this month, Ultra completed its alteration of its address from Houston, Texas to Englewood, Colorado, a suburb of Denver. Ultra now has 71 advisers based in Colorado and 84 advisers in Wyoming.
“With the achievement of the Utah asset auction action and the alliance of two offices into its adept operational hub in Denver, Ultra is alike added focused on its action to added abate debt and optimize the amount of its assets in Pinedale,” said Mr. Johnson.
Third Division 2018 Antithesis Appointment Call
The Aggregation will host a appointment alarm Thursday, November 8, 2018, at 9:00 a.m. Mountain Time (11:00 a.m. Eastern Time) to altercate the Company’s third division 2018 after-effects and the Barter Agreement.
Investors and analysts are arrive to participate in the alarm by dialing 1-877-371-5742, or 1-629-228-0726 for all-embracing calls application Appointment ID: 9583129. Interested parties may additionally accept over the internet at www.ultrapetroleum.com. A epitomize of the alarm will be accessible on the Company’s website.
(1) Antithesis afore interest, taxes, burning and acquittal (Adjusted EBITDA) is authentic as Net assets (loss) adapted to exclude interest, taxes, burning and acquittal and assertive added non-recurring or non-cash charges. Management believes that the non-GAAP admeasurement of Adapted EBITDA is advantageous as an indicator of an oil and gas analysis and assembly Company’s adeptness to internally armamentarium analysis and development activities and to account or acquire added debt. Adapted EBITDA should not be advised in a or as a acting for net banknote provided by operating activities able in accordance with GAAP.
(2) Net debt to aftermost twelve months Adapted EBITDA is as of June 30, 2018 and is authentic as debt beneath banknote adapted for the auction of the Uinta asset and the claim of blaster antithesis disconnected by Adapted EBITDA.
About Ultra Petroleum
Ultra Petroleum Corp. is an absolute activity aggregation affianced in calm accustomed gas and oil exploration, development and production. The Aggregation is listed on NASDAQ and trades beneath the ticker attribute “UPL”.
Additional advice on the Aggregation is accessible at www.ultrapetroleum.com. In addition, our filings with the Securities and Barter Commission (“SEC”) are accessible by accounting appeal to Ultra Petroleum Corp. at 116 Inverness Drive East, Suite 400, Englewood, CO 80112 (Attention: Investor Relations) or on our website (www.ultrapetroleum.com) or from the SEC on their website at www.sec.gov or by blast appeal at 1-800-SEC-0330.
This account absolution includes “forward-looking statements” aural the acceptation of Area 27A of the Securities Act of 1933, as amended, and Area 21E of the Securities Barter Act of 1934, as amended. Any statement, including any opinions, forecasts, projections or added statements, added than statements of absolute fact, are or may be advanced statements. Although the Aggregation believes the expectations reflected in any advanced statements herein are reasonable, we can accord no affirmation that such expectations will prove to accept been absolute and absolute after-effects may alter materially from those projected or reflected in such statements. This account absolution additionally includes advanced statements about the Company’s borrowing base, which is based in allotment aloft estimates of the Company’s accepted reserves. There are abundant uncertainties inherent in ciphering accepted reserves, including bulging approaching ante of assembly and timing of development. In addition, assertive risks and uncertainties inherent in our business as able-bodied as risks and uncertainties accompanying to our operational and banking after-effects are set alternating in our filings with the SEC, decidedly in the area advantaged “Risk Factors” included in our best contempo Anniversary Report on Form 10-K for the best contempo budgetary year, our best contempo Quarterly Reports on Form 10-Q, and from time to time in added filings fabricated by the Aggregation with the SEC. Some of these risks and uncertainties include, but are not bound to, added competition, the timing and admeasurement of changes in prices for oil and gas, decidedly in the areas area we own properties, conduct operations, and bazaar our production, as able-bodied as the timing and admeasurement of our success in discovering, developing, bearing and ciphering oil and gas reserves, our adeptness to auspiciously monetize the backdrop we are marketing, acclimate and government regulation, and the availability of oil acreage services, cadre and equipment.
For added advice contact:Investor Relations303-708-9740, ext. 9898Email: [email protected]
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