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8-K - FORM 8-K - GASCO ENERGY INC | d70848e8vk.htm |
EX-10.1 - EX-10.1 - GASCO ENERGY INC | d70848exv10w1.htm |
Exhibit 99.1
For Release at 8:01 AM EST on Monday, February 1, 2010
Gasco Energy Announces Agreement to Sell its Riverbend Project
Midstream Assets
Midstream Assets
Non-core Assets Monetized for $23 Million in Cash Proceeds
Proceeds Used for Debt Reduction and Improved Liquidity
DENVER, February 1, 2010 /PRNewswire-FirstCall/ Gasco Energy (NYSE Amex: GSX) today
announced that it has entered into an asset purchase agreement with Monarch Natural Gas, LLC, a
portfolio company of Metalmark Capital Partners, in which Gasco has agreed to sell substantially
all of its Riverbend midstream assets, and its salt water evaporative facilities, for total cash
consideration of $23 million subject to certain adjustments. The closing of the transactions is
subject to the satisfaction of a number of conditions. Gasco expects closing to occur during the
first quarter of 2010. J.P. Morgan Securities acted as financial advisor to Gasco in connection
with the sale.
Included in the transaction is the Companys 100% interest in its wholly owned gathering system and
related assets in the Uinta Basin of Utah. The asset purchase agreement includes 105 miles of
large-diameter mainline gathering lines, related compression equipment, a 55,000 MMBtu natural gas
processing plant, dehydrators and other above-ground facilities in addition to the salt water
evaporative facilities. As part of the asset purchase agreements, Gasco will enter into a
transition services agreement whereby Gasco will provide certain services relating to the operation
of the midstream assets to Monarch for a six-month term commencing at the time of closing. Also at
closing, Gasco and Monarch will enter into separate gas gathering and salt water disposal services
agreements with Monarch which in the case of the gas gathering agreement provides for an initial
gathering rate of $0.435 per MMBtu, plus 5% of the proceeds from the sale of natural gas and
natural gas liquids.
Commenting on the midstream asset sale, King Grant, Gascos President & Chief Financial Officer
said: The proceeds of this transaction with Monarch will allow us to strengthen our balance sheet
through using the proceeds to repay a portion of our outstandings under our $35 million
reserve-based revolving line of credit. At the same time the gas gathering agreement that we are
entering into as part of this transaction will assure us that our natural gas will be able to move
to market. After closing, Monarch, whose management team consists of skilled and veteran
operators, will process and move our gas to market at what we believe to be competitive rates. Our
Board of Directors is currently evaluating our 2010 capital expenditure budget for Riverbend Mancos
shale completions and recompletions, which we expect to announce, along with 2009 proved reserves,
in the coming weeks.
About Gasco Energy
Denver-based Gasco Energy, Inc. is natural gas and petroleum exploitation, development and
production company engaged in locating and developing hydrocarbon resources, primarily in the Rocky
Mountain region. Gascos principal business is the acquisition of leasehold interests in petroleum
and natural gas rights, either directly or indirectly, and the exploitation and development of
properties subject to these leases. Gasco currently focuses its drilling efforts in the Riverbend
Project located in the Uinta Basin of northeastern Utah, targeting the Wasatch, Mesaverde,
Blackhawk, Mancos, Dakota and Morrison formations. To learn more, visit
http://www.gascoenergy.com.
Contact for Gasco Energy, Inc.: Investor Relations: 303-483-0044
About Monarch Natural Gas LLC
Monarch Natural Gas LLC, with offices in Austin, Dallas, TX, Denver, CO, and Houston, TX is a
private energy company focused on making investments in the midstream sector including gathering,
processing, treating,
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transportation, storage and marketing of natural gas, natural gas liquids
(NGLs), oil and related hydrocarbons. The principals of Monarch have worked together since the
early 1990s in a number of operating companies the experience from which it will draw upon to
identify, execute, provide strategic direction to and if needed operate new investments in
midstream companies and assets. Monarchs management team will be responsible for sourcing and
executing investments in acquisitions and development projects, in which their experience and
knowledge will provide strategic guidance and will, where necessary, take charge of day-to-day
operations.
Contact for Monarch Natural Gas LLC: Greg Sales, 512-732-2306
About Metalmark Capital
Metalmark Capital is a leading private equity firm whose principals have a long track record of
successful investing in targeted sectors, with particular focus and competence in energy and
natural resources, industrials and healthcare. Metalmark Capital seeks to build long-term value
through active and supportive partnerships with the companies and management teams in which they
invest. Metalmark Capital is an investment center of Citi Capital Advisors. For more information,
please visit www.metalmarkcapital.com.
This press release does not constitute an offering of interests in any fund or partnership managed
by Metalmark Capital. If and when an investment opportunity is structured, all investors must
obtain and carefully read the related confidential offering memorandum and any amendments or
supplements thereto.
Forward-looking Statements
Certain statements set forth in this press release relate to managements future plans, objectives
and expectations. Such statements are forward-looking within the meanings of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements other than statements of historical facts included in this press release,
including, without limitation, statements regarding Gascos future financial position, potential
resources, business strategy, budgets, projected costs and plans and objectives of management for
future operations, are forward-looking statements. In addition, forward-looking statements
generally can be identified by the use of forward-looking terminology such as may, will,
expect, intend, project, estimate, anticipate, believe, or continue or the negative
thereof or similar terminology. Although any forward-looking statements contained in this press
release are to the knowledge or in the judgment of the officers and directors of Gasco, believed to
be reasonable, there can be no assurances that any of these expectations will prove correct or that
any of the actions that are planned will be taken. Forward-looking statements involve known and
unknown risks and uncertainties that may cause Gascos actual performance and financial results in
future periods to differ materially from any projection, estimate or forecasted result. Some of
the key factors that may cause actual results to vary from those Gasco expects include inherent
uncertainties in interpreting engineering and reserve or production data; operating hazards; delays
or cancellations of drilling operations because of weather and other natural and economic forces;
fluctuations in oil and natural gas prices in response to changes in supply; competition from other
companies with greater resources; environmental and other government regulations; defects in title
to properties; increases in the Companys cost of borrowing or inability or unavailability of
capital resources to fund capital expenditures; fluctuations in natural gas and oil prices;
pipeline constraints; overall demand for natural gas and oil in the United States; changes in
general economic conditions in the United States; our ability to manage interest rate and commodity
price exposure; changes in the Companys borrowing arrangements; the condition of credit and
capital markets in the United States; our ability to complete a sale of our gas gathering system
and related assets; and other risks described under Risk Factors in Item 1 of the Companys
Annual Report on Form 10-K for the year ended December 31, 2008 filed with the SEC on March 4, 2009
and under Risk Factors in Item 1A of the Companys Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2009 filed with the SEC on August 4, 2009.
Any of these factors could cause our actual results to differ materially from the results implied
by these or any other forward-looking statements made by us or on our behalf. We cannot assure you
that our future results will meet our expectations. When you consider these forward-looking
statements, you should keep in mind these factors. All subsequent written and oral forward-looking
statements attributable to the Company, or persons acting on its behalf, are expressly qualified in
their entirety by these factors. Our forward-looking statements speak only as of the date made.
The Company assumes no duty to update or revise its forward-looking statements based on changes in
internal estimates or expectations or otherwise.
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