Chaparral Energy and Refining Energy (URX) Amend Merger Agreement

November 24, 2009 5:13 PM EST

Chaparral Energy, Inc., a privately-owned SEC reporting, independent oil and gas exploration and production company, and United Refining Energy Corp. ("URX"), a publicly held special purpose acquisition company (NYSE Amex: URX) jointly announced that they have amended their definitive agreement.

The new terms of the transaction have been revised so that Chaparral shareholders will now exchange their entire equity stake for 51.5 million shares in the combined company, a reduction of 6.5 million shares, and the shares held by the URX sponsor will be reduced from 5.6 million to 4.3 million shares. The total reduction of shares results in a revised upfront transaction value of approximately $1.7 billion, or 5.1x 2010 projected EBITDA. Additionally, the terms of the earn-out shares were simplified to reflect one stock price target of $15.00 per share, to be achieved within a six year period. The amount of contingent shares available to be earned by United Refining Energy's sponsor and current Chaparral Energy shareholders was reduced by 50%, or 2.8 million shares and 10 million shares, respectively. The redemption price for the warrants has been modified from $0.50 per warrant to $0.55 per warrant.

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