Professional Documents
Culture Documents
Aedes is highly supportive of the efforts of the board of directors, management and their
advisors in their consideration of potential strategic transactions. We do, however, want to point
out our concerns about Ares’ position throughout the Company’s capital structure as owner of
most (if not all) of the funded debt, and 25.7% of the Company’s common stock. Ares’
significant holdings of the Company’s debt and equity and its recent designation of two board
members heighten our concern that Ares is in de facto if not actual control of Gastar’s future and
is trying to force Gastar to only look out for Ares’ interest. Aedes believes that the Company
should preserve all rights and remedies against Ares, including for Ares’ actions that recently
drove down the stock price. The Company should not be forced to address potential events of
default that may be caused by Ares’ own actions. As you know, the board of directors has the
authority and duty to manage the Company for the benefit of all stakeholders and should not
capitulate to Ares’ attempts to control the process for its sole benefit.
Other aspects of the Term Sheet are concerning and should to be outright rejected by the
Company. Among other things, the out-of-court sale milestones incorporated into the Term
Sheet are unrealistic, increasing the odds that the Company will be forced to conduct a fire-sale
auction in chapter 11. The sole beneficiary of a chapter 11 filing would be Ares, whose claims
under the Credit Agreement and Second Lien Indenture would be accelerated and could
eliminate certain rights the Company has to prepay the Ares’ debt without triggering a massive
make-whole claim. Ares would also control the Company’s ability to secure
debtor-in-possession financing and would no doubt use such leverage to further control Gastar’s
destiny for its sole benefit. In such a scenario, the holders of Series A and Series B Preferred
Stock and the Company’s other stakeholders are likely to suffer a significant diminution or
complete elimination of the value of their stakes in the Company.
Aedes believes that only an open and transparent process pursuing potential strategic
transactions on an appropriate time line will maximize the value of the Company for all
stakeholders. Recent transactions involving assets in the STACK Play suggest that the Series A
and Series B Preferred Stock are the “fulcrum” securities in the Company’s capital structure. We
have evaluated recent transactions that valued STACK acreage at approximately $8,500 per acre
or greater. If the Company executes a transaction of comparable value, there will be sufficient
proceeds to make a substantial distribution to holders of Series A and Series B Preferred Stock.
To maximize the likelihood of this result, the Company must conduct a fulsome, out-of-court
sale process that is not conducted solely for the benefit of Ares or to simply “check the box”
prior to a chapter 11 filing.
Aedes believes that it is imperative that holders of Series A and Series B Preferred Stock
be consulted with during the Company’s process and consideration of potential strategic
transactions. Aedes looks forward to working with you regarding this letter and the Company’s
evaluation of such transactions.
Sincerely,
_____________________________
Aedes LLC