Key Developments For Parallel Petroleum Corporation
Parallel Petroleum Corporation (PLLL.O) (Nasdaq)
Apollo Successfully Completes Acquisition Of Parallel Petroleum Corporation
Parallel Petroleum Corporation and PLLL Holdings, LLC, an entity formed for the purpose of acquiring Parallel Petroleum Corporation, announced the successful completion of the merger of PLLL Acquisition Co. with and into Parallel, with Parallel surviving the merger. On September 15, 2009, Parallel announced that it had entered into a definitive agreement to be acquired by an affiliate of Apollo Global Management, LLC, a global alternative asset manager. The aggregate value of the transaction is approximately $483 million. At the time of the merger, all outstanding shares of Parallel's common stock not validly tendered and accepted for payment in the previously completed tender offer were converted, subject to appraisal rights, into the right to receive $3.15 in cash per share, net to the holder in cash, without interest and less any applicable withholding taxes (the same price as was paid in the tender offer). Remaining former stockholders of Parallel will be mailed materials necessary to exchange their former Parallel shares of common stock for such payment. Parallel's common stock will cease trading on the NASDAQ Global Select Market at market close on November 25, 2009 and will no longer be listed.
Apollo Global Management, LLC's Subsidiaries Completes Tender Offer For Shares Of Parallel Petroleum Corporation
Parallel Petroleum Corporation (Parallel), PLLL Acquisition Co. and PLLL Holdings, LLC, entities formed for the purpose of acquiring Parallel Petroleum Corporation and wholly owned subsidiaries of an affiliate of Apollo Global Management, LLC, announced that the subsequent offering period of the tender offer for all of the outstanding shares of common stock of Parallel, including the associated preferred stock purchase rights (Shares), expired on October 29, 2009. In accordance with the merger agreement between PLLL Acquisition Co., PLLL Holdings, LLC and Parallel, dated as of September 15, 2009, PLLL Holdings, LLC will carry out a second-step merger as a result of which Parallel will become a wholly owned subsidiary of PLLL Holdings, LLC. the merger, each Share not previously purchased in the tender offer or subsequent offering period will be converted into the right to receive the same $3.15 per Share price, without interest and subject to applicable withholding taxes, that was paid in the tender offer and subsequent offering period. After the merger, Parallel`s common stock will cease to be traded on the NASDAQ Global Select Market.
Apollo Completes Tender Offer for Shares of Parallel Petroleum Corporation and Announces Subsequent Offering Period
Parallel Petroleum Corporation (Parallel), PLLL Acquisition Co. and PLLL Holdings, LLC, entities formed for the purpose of acquiring Parallel Petroleum Corporation and wholly owned subsidiaries of an affiliate of Apollo Global Management, LLC, announced the completion of the tender offer for all of the outstanding shares of common stock of Parallel, including the associated preferred stock purchase rights (collectively, the Shares). The initial offering period and withdrawal rights expired at 12:00 midnight, New York City time, on October 22, 2009. Computershare Trust Company, N.A., the disbursing agent for the tender offer, has advised that a total of approximately 35,244,824 Shares were validly tendered and not withdrawn (including approximately 802,359 Shares subject to guaranteed delivery) prior to the expiration of the initial offering period, representing approximately 84.62% of the outstanding Shares. In accordance with the terms of the tender offer, PLLL Acquisition Co. accepted for payment all Shares that were validly tendered and not withdrawn prior to the expiration of the tender offer, and payment for such Shares will be made promptly in accordance with the terms of the tender offer. PLLL Acquisition Co. and PLLL Holdings, LLC announced that they would make available a subsequent offering period commencing immediately and expiring on October 29, 2009, for all the Shares not tendered into the offer prior to the initial expiration date.
Stull, Stull & Brody Announces Class Action On Behalf Of Shareholders Of Parallel Petroleum Corporation
Attorney Advertising announced that a class action has been commenced on behalf of shareholders of Parallel Petroleum Corporation arising from the Company's September 15, 2009 announcement that it has entered into a definitive agreement for the Company to be acquired by an affiliate of Apollo Global Management, LLC (Apollo), in a transaction valued at approximately $483 million. The action arises from the potential unfairness of the proposed transaction and from the process by which the Company's Board of Directors addressed the offer. In particular, the price offered to shareholders is significantly below the stock's 52 week high of $10.70. Moreover, the offer price appears to be more than 50% lower than the $7 target price of certain analysts. Under the terms of the agreement, an affiliate of Apollo will commence a tender offer to purchase all of the Company's outstanding common shares and associated preferred stock purchaser rights for $3.15 per share, without interests and less any applicable withholding taxes, representing an aggregate of approximately $132 million. Apollo will also assume approximately $351 million of the Company's net indebtedness, rendering an overall transaction value of $483 million.
Apollo Launches $3.15 Per Share Cash Tender Offer For All Outstanding Shares Of Parallel Petroleum Corporation
PLLL Holdings, LLC and PLLL Acquisition Co., entities formed for the purpose of acquiring Parallel Petroleum Corporation announced that in accordance with the previously announced Agreement and Plan of Merger, dated as of September 15, 2009, entered into by PLLL Holdings, LLC, PLLL Acquisition Co. and the Company they have commenced a tender offer to acquire all of the outstanding shares of the Company's common stock, including the associated rights to purchase preferred stock (collectively, the Shares), for $3.15 per Share in cash, net to holders of Shares without interest and less any applicable withholding taxes. PLLL Holdings, LLC and PLLL Acquisition Co. are wholly-owned subsidiaries of an affiliate of Apollo Global Management, LLC, a global alternative asset manager. The aggregate value of the proposed transaction is approximately $483 million, excluding transaction fees and expenses. Upon the successful closing of the tender offer, stockholders of the Company will receive $3.15 in cash for each Share tendered in the offer, without interest and less any applicable withholding taxes. Following completion of the tender offer, under the terms of the merger agreement, if required, PLLL Acquisition Co. will complete a second-step merger in which any remaining Shares will be converted into the right to receive the same per Share price paid in the tender offer.
