RAAM Global Energy Co. has made certain amendments to its offer to exchange any and all of its outstanding 12.50% senior secured notes due 2015 held by eligible holders for newly issued 12.50% senior secured notes due 2019 to be issued by RAAM and shares of RAAM's common stock, $0.01 par value per share (the exchange shares).
Concurrently with the exchange offer, RAAM is soliciting consents from holders of the existing notes to certain proposed amendments to the indenture governing the existing notes (the consent solicitation). RAAM is amending the terms of the exchange offer and consent solicitation as follows:
- Expiration. RAAM has extended the expiration date for each of the exchange offer and consent solicitation from 11:59 p.m., New York City Time, on July 9, to 5 p.m., New York City Time, on July 9.
- Exchange shares are now expected to be DTC eligible. The exchange shares were initially to be distributed outside of DTC. However, the terms of the exchange offer have changed, and the exchange shares are now anticipated to be DTC eligible and to be distributed through DTC, along with the new notes. As a result, the Beneficial Owner Share Registration Form and accompanying signature page to the shareholder agreement are not required to be submitted. Only the tender of existing notes upon the terms and conditions set forth in the offer to exchange is required to participate in the exchange offer.
- Shareholder's agreement and post-restructuring bylaws. In connection with the consummation of the exchange offer, holders of existing notes who tender their existing notes in the exchange offer will no longer become party to a shareholders agreement with the company and certain stockholders of the company. Instead, following the completion of the exchange offer, RAAM will amend its bylaws to reflect agreements that were previously included in the shareholders agreement, specifically, to permit Farallon Capital Management LLC and Stonehill Capital Management to each appoint two individuals to serve on RAAM's board of directors, and members of RAAM's senior management to appoint three individuals to fill the remaining seats on the board (each such individual, a designated director). As long as Farallon and its affiliates or Stonehill and its affiliates beneficially own at least 10% of the issued and outstanding shares of RAAM's common stock, Farallon or Stonehill, as applicable, will have the right to designate two designated directors. If Farallon and its affiliates or Stonehill and its affiliates beneficially own less than 10% of the issued and outstanding shares of RAAM's common stock, Farallon or Stonehill, as applicable, will not have the right to designate any directors to the board. Assuming that 100% of the existing notes tender in the exchange offer, Farallon and Stonehill will collectively own approximately 61% of RAAM's common stock. The post-restructuring bylaws will also be revised to require RAAM to provide the designated directors with the same rights to indemnification, exculpation, and advancement of expenses as were provided to other directors serving on the RAAM board of directors, and to maintain commercially reasonable directors' and officers' liability insurance.
The exchange offer and consent solicitation were scheduled to expire at 11:59 p.m., New York City Time, on July 1. At 5 p.m., New York City Time, on July 1, approximately $225.8 million principal amount of existing notes representing approximately 94.9% of the outstanding principal amount of the existing notes had been validly tendered and not withdrawn in the exchange offer.
RAAM is engaged primarily in the exploration and development of oil and gas properties and in the resulting production and sale of natural gas, condensate, and crude oil. RAAM's production facilities are located in the Gulf of Mexico; offshore Louisiana; and onshore Louisiana, Texas, and California.