Exhibit 99.1
|
For Information | ||
|
Brent A. Collins |
| |
|
303-861-8140 |
| |
FOR IMMEDIATE RELEASE
ST. MARY AGREES TO SELL $250 MILLION OF 3.5 PERCENT SENIOR CONVERTIBLE NOTES
DENVER, March 29, 2007 St. Mary Land & Exploration Company (NYSE: SM) today announces that it has agreed to sell $250 million aggregate principal amount of 3.5 percent senior convertible notes due 2027 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933. The Company has also granted a 13-day over-allotment option to the initial purchasers for an additional $37.5 million aggregate principal amount of the notes.
The notes will be contingently convertible under certain circumstances, into shares of St. Mary common stock at a conversion price of $54.42 per share. Upon conversion of the notes, holders will receive cash or shares of St. Mary common stock or any combination thereof as elected by the Company. The notes will bear interest at a fixed rate of 3.5 percent, payable semi-annually, and beginning on April 1, 2012 the Company may be required to pay contingent interest on the notes under certain circumstances.
St. Mary may redeem the notes at its option in whole or in part beginning on April 6, 2012 at a cash redemption price equal to 100% of the principal amount plus accrued and unpaid interest. Holders may require the Company to repurchase all or a portion of the notes on each of April 1, 2012, April 1, 2017 and April 1, 2022, at a purchase price equal to 100% of the principal amount plus accrued and unpaid interest. On April 1, 2012, the Company may pay the repurchase price in cash, in shares of St. Mary common stock, or in any combination of cash and common stock. On April 1, 2017 and April 1, 2022, St. Mary must pay the repurchase price in cash. In addition, holders may require St. Mary to repurchase for cash all or a portion of the notes upon the occurrence of certain events.
The private placement is expected to close on April 4, 2007, subject to customary closing conditions. St. Mary intends to use the net proceeds of the placement to repay outstanding borrowings under its revolving credit facility.
This press release is being issued pursuant to Rule 135c under the Securities Act of 1933, and does not constitute an offer to sell nor a solicitation of an offer to buy any of the securities.
The notes and the common stock issuable upon conversion of the notes have not been registered under the Securities Act of 1933 or any state securities laws. Unless so registered, the notes and common stock issued upon conversion of the notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act of 1933 and applicable state securities laws.
This press release contains forward looking statements within the meaning of securities laws. The words expects, intends, and will and similar expressions are intended to identify forward looking statements. These statements involve known and unknown risks, which may cause St. Marys actual results to differ materially from results expressed or implied by the forward looking statements. These risks include such factors as the pending nature of the announced private placement and the ability to complete the placement, the volatility and levels of oil and natural gas prices, and other matters discussed in the Risk Factors section of St. Marys 2006 Annual Report on Form 10-K/A filed with the SEC. Although St. Mary may from time to time voluntarily update its prior forward looking statements, it disclaims any commitment to do so except as required by securities laws.
PR-07-07
###
2