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EXHIBIT 99
FOR IMMEDIATE RELEASE
Tulsa, Oklahoma, June 5, 2000. Gothic Energy Corporation (OTC Bulletin
Board: GOTH) announced today that it had reached agreement with the holders of
approximately 90% principal amount of its outstanding 14-1/8% Senior Secured
Discount Notes to convert those notes into shares of common stock of the
Company. The agreement is part of a plan to restructure the Company's balance
sheet which includes, among other things, the surrender by Chesapeake Energy
Corporation of its holdings of the Company's outstanding Series B Preferred
Stock and approximately 2.4 million shares of Common Stock in exchange for
assignments of various undeveloped leaseholds and for substantial revisions to a
participation agreement between the Company and Chesapeake as previously
announced.
The conversion of the notes and the other restructurings of the Company's
balance sheet are intended, pursuant to the agreement, to be effected through a
pre-negotiated Plan of Reorganization under Chapter 11 of the Federal Bankruptcy
Code. As contemplated by the agreement, the Plan of Reorganization will provide
that the holders of all outstanding Discount Notes will be converted into Common
Stock and will receive approximately 94% of the Company's equity. Under the
Plan, the Company's current common stockholders will receive approximately 6% of
the Company's equity.
It is contemplated that the Plan of Reorganization will only apply to the
parent company and not to its operating subsidiary, Gothic Production
Corporation. It is expected that the Company's operating subsidiary will meet
all its secured debt obligations, trade credit and other obligations in the
ordinary course of its business and that there will be no disruption of its
operations. It is anticipated that the proceedings under the Bankruptcy Code
will be filed within 30 to 60 days and, subject to court approval, consummated
by the end of the third calendar quarter of 2000. Prior to commencing the
proceeding, Gothic Production intends to seek certain waivers and consents from
its senior secured lenders.
The Plan of Reorganization will also provide for offerings of additional
shares of Common Stock to the holders of the Discount Notes and the current
holders of the Company's Common Stock to participate in the sale of up to $15.0
million of additional shares of Common Stock. The offerings of Common Stock
will be made pro-rata to the holders of the Discount Notes and current holders
of Common Stock, with $12.75 million offered to the holders of Discount Notes
and $2.25 million offered to the holders of Common Stock. If fully subscribed
by the holders of the Discount Notes and Common Stock, the post-confirmation
ownership of Gothic by the current holders of the Common Stock will represent
approximately 9% of the Company's outstanding equity. The foregoing does not
constitute an offer of any securities for sale. Such securities have not been
registered under the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption from the
registration requirements.
The agreement also contemplates that after confirmation the Company's Board
of Directors will consist of seven members, five of whom will be designated by
the former holders of the Discount Notes, one will be designated by the existing
Board members and one will be designated by management. The executive officers
of the Company will remain unchanged.
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Mike Paulk, President and Chief Executive Officer of the Company commented,
"Over the past year we, together with our financial advisors, CIBC World
Markets, have examined many alternatives for restructuring and re-capitalizing
Gothic. We have also been approached by a number of companies interested in
discussing a possible purchase of Gothic during that time. In each of these
instances, the impediments to raising new capital and to discussing a sale of
the company where we could maximize the value of our asset base, centered on the
uncertainties relating to our existing capital structure, including specifically
the Discount Notes and the Series B Preferred Stock. This restructuring,
including the $15.0 million of additional capital intended to be raised, and
puts the Company in a position to actively develop its asset base. Eliminating
the 14-1/8% interest obligation on the Discount Notes and the 12% pay-in-kind
dividend on the Series B Preferred Stock will improve substantially our balance
sheet position and operating results."
This Press Release may contain statements that constitute forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1996, including statements regarding the plans, intentions, beliefs and current
expectations of the Company, its directors, or its officers with respect to its
future business activities, operating performance and the outcome of its efforts
to restructure its balance sheet and successfully conclude a Plan of
Reorganization. Investors are cautioned that any such forward-looking
statements are not guarantees of future performance or the outcome of
management's efforts in that regard and involve material risks and
uncertainties. The actual results of the Company's operations or its efforts to
restructure its balance sheet and successfully conclude a Plan of Reorganization
as contemplated may differ materially from those in the forward-looking
statements as a result of various factors, including, among others, the levels
of and fluctuations in the prices for natural gas and oil, the demand for those
commodities, and its ability to negotiate and reach agreement with creditors and
holders of claims against and interests in the Company. Important factors that
could cause such differences are also described in the Company's periodic
filings with the Securities and Exchange Commission, including the Company's
annual report on Form 10-KSB for the year ended December 31, 1999 and quarterly
reports on Form 10-Q and Form 10-QSB.
Gothic Energy Corporation is an oil and gas acquisition, exploitation,
development and production company headquartered in Tulsa, Oklahoma. Additional
information may be obtained by contacting Michael Paulk or Steven Ensz at the
corporate headquarters, Two Warren Place, 6120 South Yale Avenue, Suite 1200,
Tulsa, Oklahoma, 74136, telephone number 918/749-5666.
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