Chaparral Energy and United Refining Energy (NYSE: URX) Share Economic Terms of Proposed Merger

Ft. Lauderdale 11/25/2009 08:45 PM GMT (TransWorldNews)

Chaparral Energy, a privately-owned SEC reporting, independent oil and gas exploration and production group and United Refining Energy Corp. a publicly held special purpose acquisition company (NYSE Amex: URX Units: URX.U; Warrants: URX.WT) jointly announced that they have amended their definitive agreement. The new terms of the transaction have been revised so that Chaparral shareholders will now exchange their entire equity stake for 51.5 million shares in the combined company, a reduction of 6.5 million shares, and the shares held by the URX sponsor will be reduced from 5.6 million to 4.3 million shares. The total reduction of shares results in a revised upfront transaction value of approximately $1.7 billion, or 5.1x 2010 projected EBITDA. Additionally, the terms of the earn-out shares were simplified to reflect one stock price target of $15.00 per share, to be achieved within a six year period. The amount of contingent shares available to be earned by United Refining Energy's sponsor and current Chaparral Energy shareholders was reduced by 50%, or 2.8 million shares and 10 million shares, respectively. The redemption price for the warrants has been modified from $0.50 per warrant to $0.55 per warrant.

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United Refining Energy is a special purpose acquisition company formed in 2007 for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets in the energy industry. The Company's initial public offering ("IPO") of units was consummated on December 11, 2007, raising net proceeds of approximately $464 million (which includes the proceeds of a private placement of 15,600,000 warrants for $15.6 million to its sponsor), of which approximately $449 million was placed in a trust account immediately following the IPO. Each unit is composed of one share of United Refining Energy held common stock and one warrant with an exercise price of $7.00. As of November 6, 2009, United Refining Energyheld approximately $451.5 million (or approximately $10.03 per share) in a trust account maintained by an independent trustee, which will be released upon the consummation of the proposed transaction.

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