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Houston, TX (Profitable.com) Constellation Energy Partners LLC (NYSE MKT: CEP) today announced that the company has entered into a confidentiality agreement with PostRock Energy Corporation (NASDAQ: PSTR).
The confidentiality agreement covers discussions which may include a range of strategic alternatives or potential transactions that could be pursued by the companies. The parties intend to commence such confidential discussions promptly. However, there can be no assurance that these discussions will result in any transaction.
“With the sale of our Robinson’s Bend Field assets and refinancing now complete we look to enhance unitholder value by increasing oil production from our current asset base and pursuing accretive transactions to grow the company,” said Stephen R. Brunner, President and Chief Executive Officer of Constellation Energy Partners. “It makes sense for us to focus these efforts on transactions that allow us to leverage our Mid-Continent footprint.”
PostRock and Section 203
PostRock Energy Corporation (“PostRock”) is engaged in the acquisition, exploration, development, production and transportation of oil and natural gas, primarily in the Cherokee Basin of Kansas and Oklahoma. PostRock, through its subsidiary Constellation Energy Partners Management, LLC, currently owns approximately 25.0% of the outstanding common units and all of the Class A units of Constellation Energy Partners LLC (“CEP”), which together represent a 26.5% interest in CEP.
CEP believes PostRock is an “interested unitholder” under Section 203 of the Delaware General Corporation Law (“Section 203”), which is applicable to CEP pursuant to its limited liability company agreement. Section 203, as it applies to CEP, prohibits an interested unitholder, defined as a person who owns 15% or more of the company’s outstanding common units, from engaging in business combinations with CEP for three years following the time such person becomes an interested unitholder without the approval of the company’s board of managers and the vote of 66 2/3% of outstanding Class B common units, excluding those held by the interested unitholder. Section 203 broadly defines “business combination” to encompass a wide variety of transactions with or caused by an interested unitholder, including mergers, asset sales and other transactions in which the interested unitholder receives a benefit on other than a pro rata basis with other unitholders. CEP believes the “interested unitholder” restrictions under Section 203 that apply to PostRock expire in December 2014.
Additional details concerning PostRock and Section 203 can be found in the company’s filings with the Securities and Exchange Commission and on the company’s Web site (http://www.constellationenergypartners.com).
About Constellation Energy Partners LLC
Constellation Energy Partners LLC is a limited liability company focused on the acquisition, development and production of oil and natural gas properties, as well as related midstream assets. The company’s proved reserves are located in the Cherokee Basin in Oklahoma and Kansas, the Woodford Shale in the Arkoma Basin in Oklahoma, and the Central Kansas Uplift in Kansas.
This news release contains statements that are considered forward-looking statements within the meaning of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. These forward-looking statements are largely based on the companies’ expectations, which reflect estimates and assumptions made by the companies’ management. These estimates and assumptions reflect the companies’ best judgment based on currently known market conditions and other factors. Although the companies believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond the companies’ control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this news release are not guarantees of future performance, and the reader cannot be assured that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors listed in the “Risk Factors” section of each company’s SEC filings and elsewhere in those filings. All forward-looking statements speak only as of the date of this news release. The companies do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise. These cautionary statements qualify all forward-looking statements attributable to the companies or persons acting on the companies’ behalf.