GeoMet Announces Agreement to Sell Substantially All Remaining Assets
HOUSTON, TX -- (Marketwired) -- 02/14/14 -- GeoMet, Inc. (OTCQB:
GMET) (NASDAQ: GMETP) (the "Company") announced today that it has
entered into an agreement to sell substantially all of its coalbed
methane interests and other assets located in the Appalachian Basin
in McDowell, Harrison, Wyoming, Raleigh, Barbour and Taylor Counties,
West Virginia and Buchanan County, Virginia (the "Asset Sale") to ARP
Mountaineer Productions, LLC, a Delaware limited liability company
and a wholly-owned subsidiary of Atlas Resource Partners, L.P. (NYSE:
ARP), a Delaware limited partnership for a purchase price of $107
million, subject to purchase price adjustments. The effective date of
the Asset Sale is January 1, 2014, and it is expected to close in the
second quarter of 2014 subject to the satisfaction of closing
conditions and stockholder approval. The final net proceeds will be
reduced after accounting for the cash flows from the effective date
to the closing date. We expect to realize sufficient net proceeds to
liquidate all outstanding liabilities. A significant portion of the
asset sale proceeds will be required to repay the Company's bank debt
which currently totals approximately $71 million.
The Asset Sale will represent the sale of substantially all of the
Company's remaining assets. Delaware law requires the Asset Sale to
be approved by a vote of the Company's stockholders. A Special
Meeting date of stockholders will be designated in the near future
and will consist of two separate stockholder votes, both of which
must be approved in order for the Asset Sale to proceed:
-- At least 50% of the holders of the Company's Series A Convertible
Redeemable Preferred Stock (the "Preferred Stock") must consent to the
asset sale. As of December 31, 2013, Sherwood Energy, LLC owned
approximately 59% of the outstanding Preferred Stock.
-- A majority of the capital stock having voting power will also be
required to approve the Asset Sale. The holders of the Preferred Stock
will vote together with the common stockholders as a single class.
Each holder of the Preferred Stock is entitled to a number of votes
equal to the number of shares of common stock into which the
outstanding shares of Preferred Stock held by such stockholder on the
record date are convertible into immediately prior to the vote. As of
December 31, 2013, holders of the Preferred Stock held approximately
53% of voting power on an as-converted basis.
The Company intends to continue to evaluate other strategic
alternatives following the Asset Sale. It is currently believed that
the interests of the stockholders may be best served if a merger
transaction can be identified and completed. Failing the ability to
complete such a transaction, it is likely the Company would be
liquidated under Delaware law.
Current net sales on these properties are approximately 22 MMcf per
day. At September 30, 2013, using Securities and Exchange Commission
guidelines, our net interests in these wells represented
approximately 103.3 BCF of proved producing reserves.
Lantana Oil & Gas Partners was divestment advisor to GeoMet in this
transaction. FBR Capital Markets & Co. also acted as financial
advisor to GeoMet in connection with this transaction.
Forward-Looking Statements Notice
This press release contains
"forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. The possible sale of any, or all,
of the Company's coal bed methane interests is a forward looking
statement. Except for statements of historical facts, all statements
included in the document, including those preceded by, followed by or
that otherwise include the words "believe," "expects," "anticipates,"
"intends," "estimates," "projects," "target," "goal," "plans,"
"objective," "should" or similar expressions or variations on such
words are forward-looking statements. These forward-looking
statements are subject to certain risks, trends and uncertainties
that could cause actual results to differ materially from those
projected. Among those risks, trends and uncertainties are the
volatility of future natural gas prices, our ability to maintain
production levels, increases in operating costs, environmental and
other regulations, and the operating hazards attendant to the oil and
gas business. In particular, careful consideration should be given to
cautionary statements made in the various reports the Company has
filed with the SEC. GeoMet undertakes no duty to update or revise
these forward-looking statements.
For more information please contact
Stephen M. Smith
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