Constellation Energy Partners Initiates a New Business Relationship with
Sanchez Oil & Gas Corporation; Acquires Assets for Equity and Cash
HOUSTON -- August 9, 2013
Constellation Energy Partners LLC (NYSE MKT: CEP) today announced that the
company has executed and closed a definitive agreement pursuant to which CEP
has entered into a new business relationship with Sanchez Oil & Gas
Corporation (“Sanchez Oil & Gas”) and its affiliate, Sanchez Energy Partners
I, LP ("SEP I" and together with Sanchez Oil & Gas, "SOG").
Under the agreement, CEP has acquired oil, natural gas and natural gas liquids
assets in Texas and Louisiana from SEP I for a purchase price of $30.4
In conjunction with the acquisition, SEP I received $20.1 million in cash,
1,130,512 Class A units, which represents 70.0% of the total Class A units
outstanding after the transaction, and 4,724,407 Class B units, which
represents 16.6% of the total Class B units outstanding after the transaction.
CEP and SOG believe that the transaction, pursuant to which SEP I now owns a
17.7% limited liability company interest in CEP, is an important first step
toward a wide variety of business development opportunities that may be
pursued by the parties.
“This transaction, which falls on the heels of our efforts to improve the
balance sheet and refinance the company earlier this year, is transformative
for CEP,” commented Stephen R. Brunner, President and Chief Executive Officer
of CEP. “In addition to the immediate benefits we anticipate from the acquired
assets, we see our new relationship with SOG as a means to achieving enhanced
deal flow, which may occur through future asset contributions or joint
acquisitions. At the same time, we see an opportunity to leverage the skills
of SOG, a proven operator with an outstanding technical team and experience
that spans across multiple basins in the U.S.”
“CEP’s management team has done an excellent job of managing through a low gas
price environment and successfully restructuring the company’s balance sheet
to position it for future growth," added Antonio R. Sanchez, III, President of
Sanchez Oil & Gas. “We look forward to working closely with them in continuing
to develop and maximize the value of the acquired assets, CEP’s other
properties and any future opportunities that may arise.”
The acquired assets include 67 wells, 75% operated by SOG, with current net
production of approximately 1,167 Boe per day, of which approximately 25% is
oil and natural gas liquids production. Based on internal reserve estimates
and forward prices as of June 30, 2013, the assets provide total reserves of
1,658 MBoe, of which approximately 87% are proved developed. The acquisition
has an effective date of August 1, 2013.
Credit Facility Update
The cash portion of the transaction was financed with cash on hand and a
borrowing of $16.7 million under CEP’s reserve-based credit facility. As of
the closing, borrowings under CEP’s reserve-based credit facility total $50.7
million, leaving the company with $4.3 million in borrowing capacity under the
reserve-based credit facility, which currently has a borrowing base of $55.0
CEP anticipates that the borrowing base impact of the acquired assets, in
addition to CEP's recent oil development activities, will be considered by
lenders in the normal course, with the next semi-annual redetermination of the
company’s borrowing base expected in the fourth quarter of 2013.
Board of Managers Update
CEP also announced that its Class A unitholders have replaced their previous
Class A managers and have elected Antonio R. Sanchez, III and Gerald F.
Willinger to serve as the Class A managers effective from August 9, 2013 until
the next election of Class B Managers. Mr. Sanchez founded SEP I and is
currently the President of Sanchez Oil & Gas and a Managing Director of SEP I.
Mr. Willinger is a Managing Partner of Sanchez Capital Advisors, LLC and
Manager and Co-founder of Sanchez Resources, LLC.
Additional details concerning the transaction and Class A managers 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).
Stifel provided a fairness opinion to CEP’s board of managers in connection
with the transaction.
RBC Capital Markets, LLC acted as exclusive financial advisor to SOG in this
About Constellation Energy Partners LLC
Constellation Energy Partners LLC (“CEP”) 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, the Central Kansas Uplift in Kansas, and in
Texas and Louisiana.
About Sanchez Oil & Gas Corporation
Sanchez Oil & Gas Corporation (“Sanchez Oil & Gas”) is a private company
engaged in the management of oil and natural gas properties on behalf of its
affiliates. Headquartered in Houston, Texas, Sanchez Oil & Gas's major areas
of activity have historically been in the onshore Gulf Coast, Mid-Continent
and Rocky Mountain regions. Since 1972, Sanchez Oil & Gas and various
affiliates have participated in and managed the drilling of over 900 wells,
investing a substantial amount of capital in well costs, seismic and acreage.
Additional details can be found on the company’s Web site
About Sanchez Energy Partners I, LP
Sanchez Energy Partners I, LP (“SEP I”) is a limited term private partnership
operated and managed by Sanchez Oil & Gas Corporation. Formed in 2007, SEP I
manages oil and natural gas private equity investments for its limited
partners including numerous third party institutional and individual
investors. SEP I’s focus is the exploration for, and development of, U.S.
onshore oil and natural gas reserves. SEP I is currently focused on U.S. Gulf
Coast conventional natural gas assets in addition to undeveloped acreage
positions in Kansas, Illinois and West Texas.
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 company’s expectations, which reflect
estimates and assumptions made by the company’s management. These estimates
and assumptions reflect the company’s best judgment based on currently known
market conditions and other factors. Although the company believes such
estimates and assumptions to be reasonable, they are inherently uncertain and
involve a number of risks and uncertainties that are beyond the company’s
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
company does 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 company’s behalf.
Constellation Energy Partners LLC
Charles C. Ward, 877-847-0009
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