Belden & Blake abandons tender for 8¾% notes after failing to reach threshold

New York, Aug. 15 - Belden & Blake Corp. said it has abandoned its tender offer and consent solicitation for any and all of its outstanding $192.5 million of 8¾% senior secured notes due 2012 after failing to reach the consent threshold.

All tendered notes will be returned to holders.

As announced on July 19, Belden & Blake had been offering 101.5% of the principal amount of the notes, including a 1.50% consent payment.

The consent deadline was 5 p.m. ET on July 29. Only notes tendered before that deadline would have received the consent payment. The offer had been set to expire at 9 a.m. ET on Aug. 15.

The North Canton, Ohio, company would also have paid accrued interest up to but not including the payment date.

Belden & Blake's offer was conditioned upon the expected Aug. 5 acquisition of its parent company, Capital C Energy Operations, LP, by institutional funds managed by EnerVest Management Partners, Ltd., a Houston-based privately held oil and gas operator and institutional funds manager.

Under the terms, investors who tendered their notes must consent to proposed amendments to the indenture governing the securities, which will eliminate substantially all of the restrictive covenants. The amendments include the elimination of the requirement that Belden & Blake offer to purchase the notes at a price of 101% of principal amount plus accrued interest in the event of a change of control - likely the pending sale of the parent company would result in a change of control.

Had the company gone through with the offer and consent solicitation and the indenture amendments been adopted, Belden & Blake would not have been required to make an offer for the remaining outstanding notes.

The company also needed to receive valid tenders from a majority of the notes for the offer.

Goldman, Sachs & Co. is the dealer manager and solicitation agent (800 828-3182 or call collect or 212 357-3019). Direct documentation requests to Global Bondholder Services Corp. (866 795-2200 or call collect at 212 430-3774).

Belden & Blake develops and produces oil and natural gas properties.

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