Westside Energy Corporation has entered into a definitive agreement to combine with privately held Crusader Energy Group (which includes Knight Energy Group, LLC; Knight Energy Group II, LLC; Knight Energy Management, LLC; Crusader Energy Group, LLC; Crusader Management Corporation; RCH Upland Acquisition, LLC; and Hawk Energy Fund I, LLC) (Crusader) of Oklahoma City.
The Board of Directors of Westside unanimously approved the transaction, with closing subject to regulatory approvals and other customary conditions, as well as approval by shareholders of Westside Energy. Closing is anticipated to occur during the second quarter of 2008.
The combination of Westside and Crusader will create a growth-oriented oil and gas company with a large unconventional resource base. The combined companies' primary goal is to rapidly develop its extensive proved undeveloped and probable reserve base.
The combined company will have an expected total net proved reserve base of more than 150 Bcfe, 80% natural gas, as of December 31, 2007 with an estimated reserve life of 15.8 years.
The 2007 year-end production rate is greater than 26,000 Mcfe per day, 75% natural gas; total acreage position in excess of 765,000 gross acres, or approximately 316,000 net acres, which provides for a large inventory of drilling locations and unrisked resource potential. Ninety-two percent of the gross acreage is undeveloped. The combined company's assets are located primarily in the Ft. Worth Basin Barnett Shale, Delaware and Val Verde Basins in West Texas, Oklahoma's Anadarko Basin and Central Uplift, and the Bakken Shale of the Williston Basin.
A strong balance sheet is expected to allow for funding of capital expenditures from operating cash flow and debt without the need for further equity issuance absent significant acquisitions.
The 2008 capital expenditure budget is preliminarily estimated to be more than $180 million, funded through cash flow and additional borrowings.
The transaction is expected to be accretive for Westside's shareholders on a cash flow per share basis.
Under the terms of the definitive agreement, Westside, in exchange for acquiring all the ownership interests in Crusader, will issue approximately 152.4 million shares of its common stock to the Crusader holding companies, subject to an increase of up to 19.3 million shares to reflect potential additional cash contributions into Crusader of up to $58 million prior to closing (such increase to occur on the basis of one share for each $3 contributed), and will issue options to purchase an additional 35 million shares of its common stock at an exercise price of $3.00 per share to the Crusader management team.
As of the closing, should all 19.3 million additional shares be issued, Westside will have approximately 198.1 million shares of common stock outstanding. In addition, the existing $68 million of Crusader debt will remain in place or be refinanced in connection with the transaction. As of December 31, 2007, Westside has approximately $29 million of total debt.
Following approval of Westside Energy stockholders, the combined company will be renamed Crusader Energy Group Inc. and be headquartered in Oklahoma City. Mr. Robert J. Raymond will serve as the Chairman of the Board of Directors.
At the close of the transaction, all existing members of Westside's Board of Directors will resign and be replaced by Crusader nominees.
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