QKGI Legacy Holdings LP redeems Wilson Creek Redeemable Units for Corsa Common Shares
HOUSTON, TX, June 30, 2014 /CNW/ - QKGI Legacy Holdings LP ("Legacy QKGI"), an affiliate of Quintana Capital Group L.P. and its affiliated investment funds (collectively, "Quintana"), announced today that it had acquired directly from Corsa Coal Corp. (TSXV:CSO) ("Corsa") an aggregate of 59,840,982 common shares ("Corsa Shares") of Corsa, pursuant to (i) the tender for redemption of 59,840,982 common membership units ("Redeemable Units") of Wilson Creek Energy, LLC ("Wilson Creek") by Legacy QKGI and (ii) the exercise by Corsa of its right to acquire such Redeemable Units in exchange for a corresponding number of Corsa Shares (the "Redemption"), all in accordance with the terms of Wilson Creek's Second Amended and Restated Limited Liability Company Agreement (the "Wilson Creek LLC Agreement") dated July 31, 2013 among Wilson Creek Holdings, Inc., Legacy QKGI and Corsa.
The Redemption was a cashless transaction involving exchangeable securities and did not impact the fully diluted share capital of Corsa.
Following the Redemption, the 59,840,982 Corsa Shares acquired by Legacy QKGI represent approximately 8.2% of the currently issued and outstanding Corsa Shares. As a result of the Redemption, Quintana exercises control or direction over 437,032,772 Corsa Shares, representing approximately 60.1% of the currently issued and outstanding Corsa Shares, and 170,316,639 Redeemable Units (reduced from the 230,157,621 Redeemable Units that Quintana exercised control or direction over immediately prior to the Redemption). Assuming the tender for redemption of all Redeemable Units and exchange for Corsa Shares, Quintana would exercise control or direction over 607,349,411 Corsa Shares, representing approximately 67.7% of the then issued and outstanding Corsa Shares, which amount is unchanged from prior to the Redemption.
Quintana acquired each Corsa Share subject to the Redemption in exchange for one (1) Redeemable Unit. Each Redeemable Unit was issued to Legacy QKGI at an attributed price of C$0.17 per Corsa Share pursuant to the terms of the investment agreement dated March 21, 2013 between Quintana Kopper Glo Investment, LLC and Corsa.
Quintana acquired the Corsa Shares for investment purposes. The Redemption took place by way of a private agreement and not through the facilities of any stock exchange or any other marketplace. Quintana may increase or decrease its investment, directly or indirectly, in Corsa from time to time, depending on market conditions or any other relevant factors.
The Corsa Shares acquired pursuant to the Redemption were acquired in reliance upon the accredited investor exemption under section 2.3 of National Instrument 45-106 – Prospectus and Registration Exemptions.
For further information and to obtain a copy of the early warning report filed under applicable Canadian provincial securities legislation in connection with the transactions described hereunder, please go to Corsa's profile on SEDAR at www.sedar.com.
SOURCE Quintana Capital Group L.P.For further information: Quintana Capital Group L.P., 601 Jefferson Street, Suite 3600, Houston, Texas 77002, United States of America, George Dethlefsen, Managing Director, Phone: 832-518-4300