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EX-2.1 - EX-2.1 - PostRock Energy Corp | h84154exv2w1.htm |
EX-4.1 - EX-4.1 - PostRock Energy Corp | h84154exv4w1.htm |
EX-10.1 - EX-10.1 - PostRock Energy Corp | h84154exv10w1.htm |
8-K - FORM 8-K - PostRock Energy Corp | h84154e8vk.htm |
Exhibit 99.1
August 8, 2011
PostRock Buys Stake in CEP
OKLAHOMA CITY, Aug. 8, 2011 (GLOBE NEWSWIRE) PostRock Energy Corporation (Nasdaq:PSTR)
(PostRock) today announced that it had purchased a majority of Constellation Energy Group, Inc.s
(NYSE:CEG) interests in Constellation Energy Partners LLC (NYSE:CEP). In the transaction, PostRock
acquired all 485,065 Class A Member Interests and 3,128,670 Class B Member Interests. In
combination, the acquired units represent a 14.9% interest in CEP. CEGs consideration was
comprised of $6.6 million of cash, 1 million shares of PostRock common stock and warrants to
acquire an additional 673,822 shares of PostRock. Of the warrants, 224,607 are exercisable for one
year at an exercise price of $6.57 a share, 224,607 are exercisable for two years at $7.07 a share
and 224,608 for three years at $7.57 a share. The cash was funded with borrowings on PostRocks
bank facility.
In the transaction, PostRock received the right to appoint two directors to CEPs Board. Because
PostRock and CEP each have the majority of their assets in the Cherokee Basin of Kansas and
Oklahoma, a series of discussions about this transaction and possible future transactions have been
held with CEPs Management and Board in the course of the past six months. PostRock hopes and
believes a way can be found to allow the two entities to cooperate to the benefit of their
respective shareholders.
Commenting, Terry W. Carter, PostRocks President, said, We were disappointed not to be able to
purchase CEGs entire stake as announced in June. Unfortunately, we were unable to secure the
consent of CEPs independent directors to that transaction in a timely fashion due to technical
issues raised by their Delaware counsel. We believe this transaction has eliminated their concerns.
We plan to continue to pursue increased efficiency in the Cherokee Basin through cooperation with
CEP and others.
PostRock Energy Corporation is engaged in the acquisition, exploration, development, production and
transportation of oil and natural gas, primarily in the Cherokee Basin of Kansas and Oklahoma. The
Company owns and operates over 3,000 wells and nearly 2,200 miles of gas gathering lines in the
Basin. It also owns a 1,120 mile interstate natural gas pipeline, which transports natural gas from
northern Oklahoma and western Kansas to Wichita and Kansas City.
The PostRock Energy Corp. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=7221
Forward-Looking Statements
Opinions, forecasts, projections or statements, other than statements of historical fact, are
forward-looking statements that involve risks and uncertainties. Forward-looking statements in this
announcement are made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Although the Company believes that the expectations reflected in such
forward-looking statements are reasonable, it can give no assurance that such expectations will
prove to be correct. Actual results may differ materially due to a variety of factors, some of
which may not be foreseen by the Company. These risks and other risks are detailed in the Companys
filings with the Securities and Exchange Commission, including risk factors listed in the Companys
Annual Report on Form 10-K and other filings with the SEC. The Companys filings with
the SEC may
be found at www.pstr.com or www.sec.gov. By making these forward-looking statements, the Company
undertakes no obligation to update these statements for revisions or changes after the date of this
release.
CONTACT: Jack Collins
Chief Financial Officer
(405) 702-7460
North Whipple
Manager, Corporate Development & Investor Relations
(405) 702-7423