Saratoga Resources, Inc. Announces Proposed Offering of Senior Secured Notes and Common Stock
Saratoga Resources, Inc. (OTCQB: SROE) announced today that it plans to
offer (the 'Offering?), subject to market and other conditions, $125
million of senior secured notes and $30 million of common stock. The
notes will be offered and sold to qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended (the
'Securities Act?), and to non-U.S. persons outside the United States in
reliance on Regulation S under the Securities Act. The common stock will
be offered and sold to qualified institutional buyers pursuant to Rule
144A under the Securities Act, to accredited investors pursuant to
Regulation D under the Securities Act and to non-U.S. persons outside
the United States in reliance on Regulation S. The notes will be
guaranteed on a senior secured basis by property and assets of the
company and subsidiaries. The interest rates, offering price and other
terms of the notes and the offering price and other terms of the common
stock will be determined at the time of pricing of the offerings.
In conjunction with the Offering, Saratoga also intends to enter into a
new senior secured revolving credit facility, which will be secured by
all of the assets of Saratoga and its subsidiaries and will be
guaranteed by each of its subsidiaries.
Saratoga intends to use the net proceeds from the Offering to repay
substantially all of its existing debt, including all debt under its
existing credit facilities.
This announcement does not constitute an offer to sell or the
solicitation of an offer to buy the notes, the common stock or any other
securities. The notes and common stock have not been registered under
the Securities Act or any state securities laws and may not be offered
or sold in the United States absent registration or an applicable
exemption from such registration requirements. This notice is being
issued pursuant to and in accordance with Rule 135c under the Securities
Act.
Forward-looking Statements
The Private Securities Litigation Reform Act of 1995 provides a 'safe
harbor? for forward-looking statements. This news release contains
information regarding Saratoga′s proposed offering of notes and common
stock and the use of proceeds therefrom and the entry into a new senior
secured credit facility that may be deemed forward-looking and that is
based largely on the Company′s current expectations, and is subject to
certain risks and uncertainties that could cause actual results to
differ materially from those anticipated, including the risk that the
offering may not be completed as contemplated or on terms deemed
favorable to the Company. Any statements that are not statements of
historical fact (including statements containing the words 'may,?
'will,? 'would,? 'could,? 'believes,? 'expects,? 'anticipates,?
'intends,? 'plans,? 'projects,? 'considers? and similar expressions)
generally should be considered forward-looking statements. Readers are
cautioned not to place undue reliance on such forward-looking
statements, which are made as of the date of this release. The Company
does not undertake to publicly update or revise its forward-looking
statements.
Saratoga Resources, Inc.
Thomas F. Cooke, CEO, 713-458-1560
or
Andy
Clifford, President, 713-458-1560
www.saratogaresources.net
