DENVER, CO--(Marketwire - Aug 16, 2012) - Venoco, Inc. (NYSE: VQ) announced today that it has been informed by Denver Parent Corporation ("DPC"), an affiliate of Timothy Marquez, Venoco's Executive Chairman, that DPC is engaged in advanced discussions regarding the financing of the merger contemplated by the merger agreement among Venoco, Mr. Marquez, DPC and another affiliate of Mr. Marquez (the "Merger Agreement").
DPC has advised Venoco that it expects the $436.5 million financing package to consist of a $21.5 million initial draw on a new first lien revolving credit facility with an initial borrowing base of $125 million, a $175 million second lien term loan at Venoco, an asset sale from Venoco to DPC in the amount of $210 million and capital raises by DPC in the amount of $240 million, including a volumetric production payment on the assets sold to DPC by Venoco. All of the financing transactions, including Venoco's new credit facility and term loan and its asset sale to DPC, would be structured to close contemporaneously with the closing of the merger contemplated by the Merger Agreement. Thus, the loan transactions and asset sale would not occur unless the merger is consummated. A completion date of the financing and closing of the merger has not been set although the transactions are currently expected to close prior to September 14, 2012.
Neither Venoco nor DPC has entered into definitive agreements with respect to any aspect of the financing. Completion of the financing is subject to finalization of terms, negotiation and execution of definitive agreements, other customary conditions, including satisfactory completion of due diligence by financing sources, and, in the case of the asset sale described above, approval by the independent members of Venoco's Board of Directors. Accordingly, there can be no assurance that all or any of the financing transactions, or the merger, will be completed within the expected time period, on the terms contemplated, or at all.
A DPC presentation with additional details about its financing plan has been posted on Venoco's website, www.venocoinc.com, on the Investor Relations page under the Webcasts & Presentations heading.
About the Company
Venoco is an independent energy company primarily engaged in the acquisition, exploitation and development of oil and natural gas properties primarily in California. Venoco operates three offshore platforms in the Santa Barbara Channel, has non-operated interests in three other platforms, operates several onshore properties in Southern California, and has extensive operations in Northern California's Sacramento Basin.
All statements in this press release except statements of historical fact are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and these statements are subject to numerous risks and uncertainties. The closing of the merger agreement with Mr. Marquez and his affiliates is subject to a number of conditions, including a financing condition, and those conditions may not be satisfied. The negotiations relating to the financing transactions referred to above may not result in any definitive agreement or any consummated transaction. All forward-looking statements are made only as of the date hereof and the company undertakes no obligation to update any such statement. Further information on risks and uncertainties that may affect the company's operations and financial performance, and the forward-looking statements made herein, is available in the company's filings with the Securities and Exchange Commission, which are incorporated by this reference as though fully set forth herein.