UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):   November 10, 2017

 

 

Centennial Resource Development, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-37697

 

47-5381253

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer Identification No.)

 

1001 Seventeenth Street, Suite 1800
Denver, Colorado 80202
(Address of principal executive offices, including zip code)

 

(720) 499-1400
(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o                                     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 


 

Item 1.01 Entry into a Material Definitive Agreement.

 

On November 10, 2017, in connection with the Notes Offering (as defined below), Centennial Resource Production, LLC (“ CRP ”), a subsidiary of Centennial Resource Development, Inc. (the “ Company ”), entered into that certain Limited Consent and Sixth Amendment to Amended and Restated Credit Agreement (the “ Sixth Amendment ”), which amends the Amended and Restated Credit Agreement, dated as of October 15, 2014, by and among CRP, each of the lenders and guarantors from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as amended, the “ Credit Agreement ”).

 

The Sixth Amendment provides for (i) the waiver of the automatic reduction of the borrowing base under the Credit Agreement that would otherwise occur upon the issuance of the Notes (as defined below) and (ii) amends the Credit Agreement to remove the cap on the principal amount of Notes which CRP and the guarantors under the Credit Agreement are permitted to incur.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth under “Item 1.01. Entry into a Material Definitive Agreement” is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On November 13, 2017, the Company issued a press release announcing the commencement by CRP of a private offering (the “ Notes Offering ”) of $350 million aggregate principal amount of senior unsecured notes due 2026 (the “ Notes ”) to eligible purchasers.  A copy of the press release is included as Exhibit 99.1 hereto and incorporated herein by reference.

 

The information furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)                                  Exhibits

 

Exhibit No.

 

Description

 

 

 

10.1

 

Limited Consent and Sixth Amendment to Amended and Restated Credit Agreement, dated as of November 10, 2017, by and among Centennial Resource Production, LLC, as borrower, and JPMorgan Chase Bank, N.A., as administrative agent, and the lenders and guarantors party thereto.

 

 

 

99.1

 

Press Release, dated November 13, 2017.

 

2


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

CENTENNIAL RESOURCE DEVELOPMENT, INC.

 

 

Date: November 13, 2017

 

 

By:

/s/ George S. Glyphis

 

Name:

George S. Glyphis

 

Title:

Chief Financial Officer, Treasurer and Assistant Secretary

 

3

Exhibit 10.1

 

EXECUTION VERSION

 

LIMITED CONSENT AND SIXTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

 

This LIMITED CONSENT AND SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “ Sixth Amendment ”), dated as of November 10, 2017 (the “ Sixth Amendment Effective Date ”), is among CENTENNIAL RESOURCE PRODUCTION, LLC, a Delaware limited liability company (the “ Borrower ”); each of the undersigned guarantors (the “ Guarantors ”, and together with the Borrower, the “ Credit Parties ”); each of the Lenders party hereto; and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “ Administrative Agent ”).

 

R E C I T A L S :

 

A.                                     The Borrower, the Administrative Agent and the Lenders are parties to that certain Amended and Restated Credit Agreement dated as of October 15, 2014 (as amended prior to the date hereof, the “ Credit Agreement ”), pursuant to which the Lenders have, subject to the terms and conditions set forth therein, made certain credit available to and on behalf of the Borrower.

 

B.                                     The Borrower has informed the Administrative Agent and the Lenders that the Credit Parties intend to issue certain senior unsecured notes (the “ Specified Permitted Senior Unsecured Notes ”) on or before December 20, 2017 (such date, the “ Outside Date ”).

 

C.                                     The Borrower has requested that the Administrative Agent and the Lenders enter into this Sixth Amendment to (i) consent to the waiver of the automatic reduction of the Borrowing Base that would otherwise occur pursuant to 2.08(e) of the Credit Agreement upon the issuance of the Specified Permitted Senior Unsecured Notes and (ii) amend the Credit Agreement to remove the cap on the principal amount of Permitted Senior Unsecured Notes which the Credit Parties are permitted to incur.

 

D.                                     The Administrative Agent and the Lenders party hereto have agreed, subject to the terms and conditions set forth herein, to enter into this Sixth Amendment.

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

Section 1.                                            Defined Terms .  Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Sixth Amendment, shall have the meaning ascribed such term in the Credit Agreement, as amended by this Sixth Amendment.  Unless otherwise indicated, all section references in this Sixth Amendment refer to the Credit Agreement.

 

Section 2.                                            Amendments .  In reliance on the representations, warranties, covenants and agreements contained in this Sixth Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Credit Agreement shall be amended effective as of the Sixth Amendment Effective Date in the manner provided in this Section 2 .

 


 

2.1                                Additional Definitions .  Section 1.02 of the Credit Agreement is hereby amended to add thereto in alphabetical order the following definition which shall read in full as follows:

 

“ Sixth Amendment ” means that certain Limited Consent and Sixth Amendment to Amended and Restated Credit Agreement dated as of November 10, 2017, among the Borrower, the Guarantors party thereto, the Administrative Agent and the Lenders party thereto.

 

2.2                                Amended and Restated Definitions .  The following definitions contained in Section 1.02 of the Credit Agreement are hereby amended and restated in their entirety to read in full as follows:

 

“ Loan Documents ” means this Agreement, the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, the Notes, the Letter of Credit Agreements, the Letters of Credit, the Engagement Letter and the Security Instruments.

 

“ Permitted Senior Unsecured Notes ” means those notes (whether senior, senior subordinated, or subordinated) that may be issued by the Parent or the Borrower (or by any Credit Party as co-issuer); provided that such Permitted Senior Unsecured Notes shall:  (a) be unsecured; (b) not provide for any scheduled payment of principal, mandatory Redemptions or scheduled sinking fund payment on or before the date that is at least 180 days following the Revolving Credit Maturity Date in effect at the time of issuance (other than provisions requiring Redemption or offers to Redeem in connection with asset sales or a change in control); and (c) contain financial and negative covenants and events of default that are, taken as a whole, no more restrictive with respect to the Credit Parties than the financial and negative covenants and Events of Default herein (as determined in good faith by senior management of the Parent).

 

Section 3.                                            Limited Consent .  In reliance on the representations by the Credit Parties contained herein, the Lenders Party hereto hereby agree to consent to a one time waiver of the automatic reduction of the Borrowing Base pursuant to Section 2.08(e) of the Credit Agreement solely with respect to the issuance of the Specified Permitted Senior Unsecured Notes; provided that:

 

(a)                                  as of the date of issuance of such Specified Permitted Senior Unsecured Notes and after giving effect to the issuance thereof and the application of proceeds thereof, the Parent shall be in pro forma compliance with Section 9.01 of the Credit Agreement;

 

(b)                                  as of the date of issuance of such Specified Permitted Senior Unsecured Notes and after giving effect to the issuance thereof and the application of proceeds thereof, no Event of Default or Borrowing Base Deficiency shall exist;

 

(c)                                   the Specified Permitted Senior Unsecured Notes shall have been issued on or before the Outside Date; and

 

2


 

(d)                                  the Borrower shall have otherwise complied with the terms of the Credit Agreement regarding the issuance of such Specified Permitted Senior Unsecured Notes, and such Specified Permitted Senior Unsecured Notes shall constitute Permitted Senior Unsecured Notes.

 

For the avoidance of doubt, there shall be no reduction of the Borrowing Base upon the issuance of the Specified Permitted Senior Unsecured Notes so long as the foregoing conditions are satisfied as of the date of such issuance of the Specified Permitted Senior Unsecured Notes.

 

Section 4.                                            Conditions Precedent .  The effectiveness of this Sixth Amendment is subject to the following:

 

4.1                                Counterparts . The Administrative Agent shall have received counterparts of this Sixth Amendment from the Credit Parties and Lenders constituting at least the Required Revolving Credit Lenders.

 

4.2                                Fees and Expenses .  The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Sixth Amendment Effective Date.

 

Section 5.                                            Miscellaneous .

 

5.1                                Confirmation and Effect .  The provisions of the Credit Agreement (as amended by this Sixth Amendment) shall remain in full force and effect in accordance with its terms following the effectiveness of this Sixth Amendment, and this Sixth Amendment shall not constitute a waiver of any provision of the Credit Agreement or any other Loan Document, except as expressly provided for herein.  Each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof’, “herein”, or words of like import shall mean and be a reference to the Credit Agreement as amended hereby, and each reference to the Credit Agreement in any other document, instrument or agreement executed and/or delivered in connection with the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.

 

5.2                                Ratification and Affirmation of Credit Parties .  Each of the Credit Parties hereby expressly (a) acknowledges the terms of this Sixth Amendment, (b) ratifies and affirms its obligations under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (c) acknowledges, renews and extends its continued liability under the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party, (d) agrees that its guarantee under the Guaranty Agreement and the other Loan Documents to which it is a party remains in full force and effect with respect to the Indebtedness as amended hereby, (e) represents and warrants to the Lenders and the Administrative Agent that each representation and warranty of such Credit Party contained in the Credit Agreement, the Guaranty Agreement and the other Loan Documents to which it is a party is true and correct in all material respects as of the date hereof and after giving effect to this Sixth Amendment except (i) to the extent any such representations and warranties are expressly limited to an earlier date, in which case, on and as of the date hereof, such representations and warranties shall continue to be true and correct as of such specified earlier date, and (ii) to the extent that any such representation and warranty is expressly qualified by materiality or by reference to Material Adverse Effect, such representation and warranty (as so qualified) shall continue to be true and

 

3


 

correct in all respects, (f) represents and warrants to the Lenders and the Administrative Agent that the execution, delivery and performance by such Credit Party of this Sixth Amendment are within such Credit Party’s corporate, limited partnership or limited liability company powers (as applicable), have been duly authorized by all necessary action and that this Sixth Amendment constitutes the valid and binding obligation of such Credit Party enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditor’s rights generally, and (g) represents and warrants to the Lenders and the Administrative Agent that, after giving effect to this Sixth Amendment, no Borrowing Base Deficiency, Default or Event of Default exists.

 

5.3                                Counterparts .  This Sixth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Sixth Amendment by facsimile or electronic (e.g. pdf) transmission shall be effective as delivery of a manually executed original counterpart hereof.

 

5.4                                No Oral Agreement .  THIS WRITTEN SIXTH AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES THAT MODIFY THE AGREEMENTS OF THE PARTIES IN THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS.

 

5.5                                Governing Law .  THIS SIXTH AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

 

5.6                                Payment of Expenses .  The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Sixth Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

 

5.7                                Severability .  Any provision of this Sixth Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

5.8                                Successors and Assigns .  This Sixth Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

 

[Signature Pages Follow.]

 

4


 

The parties hereto have caused this Sixth Amendment to be duly executed as of the day and year first above written.

 

 

BORROWER:

CENTENNIAL RESOURCE PRODUCTION, LLC , a Delaware limited liability company

 

 

 

 

 

By:

/s/ George S. Glyphis

 

 

George S. Glyphis

 

 

Vice President and Chief Financial Officer

 

SIGNATURE PAGE TO LIMITED CONSENT AND SIXTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

CENTENNIAL RESOURCE PRODUCTION, LLC

 


 

GUARANTORS:

ATLANTIC EXPLORATION, LLC , a Delaware limited liability company

 

 

 

 

 

By:

/s/ George S. Glyphis

 

 

George S. Glyphis

 

 

Vice President and Chief Financial Officer

 

 

 

 

 

CENTENNIAL RESOURCE MANAGEMENT, LLC , a Delaware limited liability company

 

 

 

 

 

By:

/s/ George S. Glyphis

 

 

George S. Glyphis

 

 

Vice President and Chief Financial Officer

 

SIGNATURE PAGE TO LIMITED CONSENT AND SIXTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

CENTENNIAL RESOURCE PRODUCTION, LLC

 


 

 

JPMORGAN CHASE BANK, N.A. , as Administrative Agent and a Lender

 

 

 

 

 

By:

/s/ Garret Sacco

 

Name:

Garret Sacco

 

Title:

Authorized Officer

 

SIGNATURE PAGE TO LIMITED CONSENT AND SIXTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

CENTENNIAL RESOURCE PRODUCTION, LLC

 


 

 

WELLS FARGO BANK, N.A. , as a Lender

 

 

 

 

 

By:

/s/ Suzanne Ridenhour

 

Name:

Suzanne Ridenhour

 

Title:

Authorized Officer

 

SIGNATURE PAGE TO LIMITED CONSENT AND SIXTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

CENTENNIAL RESOURCE PRODUCTION, LLC

 


 

 

COMERICA BANK , as a Lender

 

 

 

 

 

By:

/s/ Cassandra M. Lucas

 

Name:

Cassandra M. Lucas

 

Title:

Portfolio Manager

 

SIGNATURE PAGE TO LIMITED CONSENT AND SIXTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

CENTENNIAL RESOURCE PRODUCTION, LLC

 


 

 

BMO HARRIS BANK, N.A. , as a Lender

 

 

 

 

 

By:

/s/ Matthew Davis

 

Name:

Matthew Davis

 

Title:

Vice President

 

SIGNATURE PAGE TO LIMITED CONSENT AND SIXTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

CENTENNIAL RESOURCE PRODUCTION, LLC

 


 

 

CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH , as a Lender

 

 

 

 

 

By:

/s/ Donovan C. Broussard

 

Name:

Donovan C. Broussard

 

Title:

Authorized Signatory

 

 

 

 

 

By:

/s/ Richard Antl

 

Name:

Richard Antl

 

Title:

Authorized Signatory

 

SIGNATURE PAGE TO LIMITED CONSENT AND SIXTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

CENTENNIAL RESOURCE PRODUCTION, LLC

 


 

 

U.S. BANK NATIONAL ASSOCIATION , as a Lender

 

 

 

 

 

By:

/s/ Ben Leonard

 

Name:

Ben Leonard

 

Title:

Vice President

 

SIGNATURE PAGE TO LIMITED CONSENT AND SIXTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

CENTENNIAL RESOURCE PRODUCTION, LLC

 


 

 

CITIBANK, N.A. , as a Lender

 

 

 

 

 

By:

/s/ Jeff Ard

 

Name:

Jeff Ard

 

Title:

Vice President

 

SIGNATURE PAGE TO LIMITED CONSENT AND SIXTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

CENTENNIAL RESOURCE PRODUCTION, LLC

 


 

 

DEUTSCHE BANK AG, NEW YORK BRANCH , as a Lender

 

 

 

 

 

By:

/s/ Dusan Lazarov

 

Name:

Dusan Lazarov

 

Title:

Director

 

 

 

 

 

By:

/s/ Marcus Tarkington

 

Name:

Marcus Tarkington

 

Title:

Director

 

SIGNATURE PAGE TO LIMITED CONSENT AND SIXTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

CENTENNIAL RESOURCE PRODUCTION, LLC

 


 

 

FIFTH THIRD BANK , as a Lender

 

 

 

 

 

By:

/s/ Jonathan H Lee

 

Name:

Jonathan H Lee

 

Title:

Director

 

SIGNATURE PAGE TO LIMITED CONSENT AND SIXTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

CENTENNIAL RESOURCE PRODUCTION, LLC

 


 

 

CAPITAL ONE, NATIONAL ASSOCIATION , as a Lender

 

 

 

 

 

By:

/s/ Cameron Breitenbach

 

Name:

Cameron Breitenbach

 

Title:

Vice President

 

SIGNATURE PAGE TO LIMITED CONSENT AND SIXTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

CENTENNIAL RESOURCE PRODUCTION, LLC

 


 

 

KEYBANK, NATIONAL ASSOCIATION , as a Lender

 

 

 

 

 

By:

/s/ George E. McKean

 

Name:

George E. McKean

 

Title:

Senior Vice President

 

SIGNATURE PAGE TO LIMITED CONSENT AND SIXTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

CENTENNIAL RESOURCE PRODUCTION, LLC

 


 

 

ROYAL BANK OF CANADA , as a Lender

 

 

 

 

 

By:

/s/ Kristan Spivey

 

Name:

Kristan Spivey

 

Title:

Authorized Signatory

 

SIGNATURE PAGE TO LIMITED CONSENT AND SIXTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

CENTENNIAL RESOURCE PRODUCTION, LLC

 


 

 

PNC BANK, NATIONAL ASSOCIATION , as a Lender

 

 

 

 

 

By:

/s/ Sandra Aultman

 

Name:

Sandra Aultman

 

Title:

Managing Director

 

SIGNATURE PAGE TO LIMITED CONSENT AND SIXTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

CENTENNIAL RESOURCE PRODUCTION, LLC

 


 

 

BRANCH BANKING AND TRUST COMPANY , as a Lender

 

 

 

 

 

By:

/s/ Robert E. Kret

 

Name:

Robert E. Kret

 

Title:

Associate

 

SIGNATURE PAGE TO LIMITED CONSENT AND SIXTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

CENTENNIAL RESOURCE PRODUCTION, LLC

 

Exhibit 99.1

 

Centennial Resource Development, Inc. Announces $350 Million Private Offering of

Senior Unsecured Notes due 2026

 

DENVER, CO, November 13, 2017 (GLOBE NEWSWIRE) — Centennial Resource Development, Inc. (“Centennial” or the “Company”) (NASDAQ: CDEV) today announced that its subsidiary, Centennial Resource Production, LLC (“CRP”), has commenced, subject to market conditions and other factors, a private offering of $350 million in aggregate principal amount of senior unsecured notes due 2026 to eligible purchasers (the “Notes Offering”).

 

CRP intends to use the net proceeds from the Notes Offering to repay all outstanding borrowings under its revolving credit facility and for general corporate purposes.

 

The securities to be offered in the Notes Offering have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.  CRP plans to offer and sell the securities only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act.

 

This news release does not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

 

Cautionary Note Regarding Forward-Looking Statements

 

The information in this press release includes “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. All statements, other than statements of historical fact included in this press release, regarding CRP’s ability to complete the Notes Offering, our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this press release, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.  These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.

 


 

The Company cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control, incident to the development, production, gathering and sale of oil and natural gas.  These risks include, but are not limited to, commodity price volatility, inflation, lack of availability of drilling and production equipment and services, environmental risks, drilling and other operating risks, regulatory changes, the uncertainty inherent in estimating reserves and in projecting future rates of production, cash flow and access to capital, the timing of development expenditures and the other risks described in the Company’s filings with the Securities and Exchange Commission.

 

Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, the Company’s actual results and plans could differ materially from those expressed in any forward-looking statements.  All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that the Company or persons acting on its behalf may issue.

 

Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.

 

Contact:

 

Hays Mabry

Director, Investor Relations

(832) 240-3265

ir@cdevinc.com