May 7, 2013
/PRNewswire/ -- Gastar Exploration
"), a subsidiary of Gastar Exploration Ltd. (NYSE MKT: GST) (the "Parent") announced today that it intends to offer, subject to market and other conditions,
aggregate principal amount of senior secured notes due 2018 in a private placement to eligible purchasers (the "Offering"). Gastar
intends to use the net proceeds from the Offering to (i) finance the purchase price for its separately announced pending acquisition of Mid-Continent assets from Chesapeake Energy Corporation ("Chesapeake"), repurchase 6,781,768 shares of the Parent's common stock held by Chesapeake and settle all current litigation with Chesapeake, (ii) repay in full outstanding borrowings under its existing revolving credit facility and (iii) for general corporate purposes.
The notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state and may not be offered or sold in
the United States
absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws or blue sky laws and foreign securities laws.
The notes and the related guarantees will be offered only to qualified institutional buyers under Rule 144A under the Securities Act and to persons outside
the United States
under Regulation S under the Securities Act.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Any offers of the notes and the related guarantees will be made only by means of a private offering circular.