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Abraxas Petroleum Corporation and Abraxas Energy Partners, L.P. Announce Execution of Definitive Merger Agreements and Amendments to Loan Agreements.

Article Excerpt
SAN ANTONIO -- Abraxas Petroleum Corporation (NASDAQ:AXAS) ("Abraxas Petroleum") and Abraxas Energy Partners, L.P. ("Abraxas Energy") are pleased to announce that they have executed a definitive merger agreement ("Merger Agreement"), pursuant to which Abraxas Energy will merge with and into Abraxas Petroleum, and that holders of 96% of the common units of Abraxas Energy not held by a wholly-owned subsidiary of Abraxas Petroleum have executed a voting, registration rights and lock-up agreement ("Voting Agreement") with Abraxas Petroleum and Abraxas Energy. A conference call to discuss the merger has been scheduled for Tuesday, July 7, 2009 at 10:00 a.m. CT.

The Merger Agreement provides that each outstanding common unit of Abraxas Energy not currently held by a wholly-owned subsidiary of Abraxas will be acquired by Abraxas Petroleum for $6.00 per common unit payable in shares of Abraxas Petroleum common stock. The number of shares of Abraxas Petroleum common stock will range from 4.25 to 6.00 per common unit of Abraxas Energy and will amount to 26 - 36 million shares of Abraxas Petroleum common stock. The share range equates to $1.00 to $1.41 per share of Abraxas Petroleum and will be determined based on the 20-day trading average prior to a special meeting of Abraxas Petroleum stockholders.

The Voting Agreement provides an automatic vote, or proxy to vote, by the unaffiliated unitholders of Abraxas Energy in favor of the merger and for a 90-day...

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