UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

 

Filed by the Registrant x                             Filed by a Party other than the Registrant ¨

Check the appropriate box:

 

¨ Preliminary Proxy Statement

 

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨ Definitive Proxy Statement

 

¨ Definitive Additional Materials

 

x Soliciting Material Pursuant to §240.14a-12

 

 

Westside Energy Corporation

(Name of Registrant as Specified In Its Charter)

 

 

NA

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.

 

¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  (1) Title of each class of securities to which transaction applies:

 

  

 
  (2) Aggregate number of securities to which transaction applies:

 

  

 
  (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

  

 
  (4) Proposed maximum aggregate value of transaction:

 

  

 
  (5) Total fee paid:

 

  

 

 

¨ Fee paid previously with preliminary materials.

 

¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

  (1) Amount Previously Paid:

 

  

 
  (2) Form, Schedule or Registration Statement No.:

 

  

 
  (3) Filing Party:

 

  

 
  (4) Date Filed:

 

  

 


On December 31, 2007, Westside Energy Corporation (the “Company”) entered into a definitive agreement to combine with privately held Crusader Energy Group (which includes Knight Energy Group, LLC; Knight Energy Group II, LLC; Knight Energy Management, LLC; Crusader Energy Group, LLC; Crusader Management Corporation; RCH Upland Acquisition, LLC; and Hawk Energy Fund I, LLC). Set forth below are copies of slide show presentations being given to certain stockholders of the Company showing information with respect to the combined companies.


Westside Energy Corporation
and
Crusader Energy Group
January 2008


2
Additional Information
The proposed combination will be submitted to Westside’s
stockholders
for their
consideration, and Westside will file with the SEC a definitive proxy statement to be used
by Westside to solicit the approval of its stockholders for the proposed combination. 
Westside may also file other documents concerning the proposed combination.  Current and
potential stockholders are urged to read the proxy statement regarding the proposed
combination when it becomes available and any other relevant documents filed with the
SEC, as well as any amendments or supplements to the proxy statement.  They will contain
important information.  Free copies of the proxy statement, as well as other filings
containing information about Westside will be available at the SEC’s internet site
( http:// www.sec.gov ).  When issued, copies of the proxy statement may also be obtained,
without charge, by directing a request to: Westside Energy Corporation, 3131 Turtle Creek
Blvd Suite 1300, Dallas, Texas 75219, or by telephone at (214) 522-8990.
Westside and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Westside in connection with the proposed
combination.  Additional information regarding the interests of those participants may be
obtained by reading the proxy statement regarding the proposed combination when it
becomes available.


3
Forward-Looking Statements
Certain statements in this presentation
regarding future expectations, plans for acquisitions and
dispositions, oil and gas reserves, exploration, development, production and pricing may be regarded as
“forward-looking statements”
within the meaning of the Securities Litigation Reform Act.  They are
subject to various risks, such as operating hazards, drilling risks, the inherent uncertainties in interpreting
engineering data relating to underground accumulations of oil and gas, as well as other risks discussed in
detail in the Company’s periodic reports and other documents filed with the SEC.  Actual results may vary
materially.
Except for historical information, statements made in this presentation, including those relating to the
pending combination with Crusader, estimates of oil and gas reserves, and future expenses are forward-
looking statements as defined by the SEC. The pending combination with Crusader is subject to approval of
the combination by the Westside stockholders, and these statements assume the Westside stockholders
approve the combination and are based on other assumptions and estimates that management believes are
reasonable based on currently available information; however, management’s assumptions and Westside’s
future performance are subject to a wide range of business risks
and uncertainties and there is no
assurance that these goals and projections can or will be met.
Any number of factors could cause actual results to differ materially from those in the forward-looking
statements, including, but not limited to, the failure of the Westside stockholders to approve the
combination, the volatility of oil and gas prices, the costs and
results of drilling and operations, the timing
of production, mechanical and other inherent risks associated with oil and gas production, weather, the
availability of drilling equipment, changes in interest rates, litigation, uncertainties about reserve
estimates, environmental risks and other risks and uncertainties
set forth in Westside’s
periodic reports
and other documents filed with the SEC. Westside undertakes no obligation to publicly update or revise any
forward-looking statements.


4
Transaction Overview
Key Terms
Shares issued: 152,433,684 common shares
Options granted to Crusader: 35,000,000 options
$3.00 strike price, termination date of 12/31/12
LTIP: 2,310,000 shares
Customary fiduciary out and break-up fees
BOD: 7 Crusader/ 0 Westside
Cash consideration: $500,000
Pro Forma Shares Outstanding
Existing Westside shares: 26.4 million shares ³
Existing Westside warrants: 0.6 million warrants
4
Shares Issued to Crusader: 152.4 million shares
Options issued to Crusader: 35 million options
5
Potential Crusader capital draw: 19.3 million shares
6
LTIP:  2.31 million shares
Corporate
Name: Crusader Energy Group Inc.
Headquarters: Oklahoma City
Market cap: Approximately $500 million
1,2
Executive:
Chairman: Robert Raymond
CEO: David Le Norman
CFO: John Heinen
COO:  Paul Legg
Operations
Expected proved reserves at 12/31/07: 150 Bcfe
Current production: 26,000 mcfe/d
Acreage: 765,000 gross; 316,000 net
The combination of Westside and Crusader will create a growth-oriented oil and gas company with a large
unconventional resource base
(1)
Excludes out of the money warrants and options.
(2)
Based on WHT share price of $2.83 as of 1/4/07.
(3)
Includes 1,045,000 in unvested shares that vest in a change of control.
(4)
166,392 have an exercise price of $0.50 and expire 2/28/09. 100,000 have an exercise price of
$0.50
and
expire
5/7/09.
300,000
have
an
exercise
price
of
$2.00
and
expire
10/29/09.
$0.7
million
in
proceeds
if
exercised.
(5)
Exercise price of $3.00/share.  Expire 12/31/12.  $105 million in proceeds if exercised.
(6)
Potential $58 million Crusader capital draw at $3.00 per share.
Transaction Overview
Pro Forma Profile


5
Combined Company Highlights
Combination creates a growth-oriented oil and gas company with a large
unconventional resource base
Expected
total
net
proved
reserve
base
of
more
than
150
Bcfe
as
of
12/31/07
80% natural gas
Estimated reserve life of 15.8 years
Current
production
of
26,000
Mcfe
per
day
Total
acreage
in
excess
of
765,000
gross
acres
(316,000
net)
92%
undeveloped
Ft. Worth Basin Barnett Shale (67,400 net acres)
Delaware and Val Verde Basins in West Texas (82,500 net acres)
Anadarko Basin (89,950 net acres)
Bakken
Shale of the Williston Basin (23,500 net acres)
Strong balance sheet expected to allow for funding of capital expenditures from
operating cash flow and debt without the need for further equity
2008
capital expenditures budget is estimated to be more than $190 million


6
Crusader Management History and Track
Record
2007
2006
2005
2004
2003
2002
2001
2000
1999
1998
1997
1996
1995
1995
2002
Sold Le
Norman
Energy Corp
for $72M
Joined Patina
Oil & Gas as
Sr. VP
Formed Le
Norman
Partners
$4M Equity
Contribution
2000
Sold Le
Norman
Partners
for $40M
2003
Patina sold to
Noble Energy,
Inc. for $3.4B
$2.7B increase
in market cap
during Le
Norman’s tenure
2004
Formed
Crusader
Energy
Corp
$38M Total
Equity
Investment
2004
Sold
Crusader
Energy
Corp for
$107.5M
2005
Formed
Crusader
Energy II,
LLC
$48M
Equity
Investment
2005
Formed
Crusader
Energy III,
LLC
$12M Equity
Investment
2005
Formed
Hawk
Energy Fund
I, LP
$38M Total
Equity
Investment
2005
Crusader Energy II
and Crusader
Energy III
consolidated into
Knight Energy
Group, LLC with
$175M new equity
Investment
2006
Signed
agreement
with
Westside
Energy Corp
2007
Management team has
an average of 25 years
of industry experience
Track record of
creating value for
investors
Formed Le
Norman
Energy Corp
$120K
Equity
Investment


7
7
Combined Company…
Expected
Proved
Reserves
of
150
Bcfe
as
of
12/31/07
33% proved developed (PDP)
26,000 Mcfe/d
current production
15.8 year reserve life index
765,000 gross (316,000 net) acres
4,796 potential drilling locations
473 producing wells
Potential drilling
locations
Net undeveloped
acreage
Bakken
Shale Play
Cleveland Sand Play
Barnett Shale Play
West Texas Shales
Play
Total: 4,796 locations
Total: 288,480  net acres
Other 15%
Bakken
2%
Barnett 4%
Cleveland 4%
West Texas 75%
West Texas 29%
Other 36%
Bakken
8%
Cleveland 5%
Barnett 22%
Portfolio Highlights
Areas of Operation
Development Inventory


8
Built-In Future Growth
3,622
1,174
3,616
Gross Wells in 
Inventory
Risk
Profile
West
Texas
(40 acre)
South
South
Louisiana
Louisiana
West
West
Texas
Texas
(80 acre)
(80 acre)
Cleveland
Play
Anadarko
Base
Barbee
JV
Mayfield
Ft. Worth
Basin /
Barnett
Shale
Bakken
Shale
Lard
Ranch
Eureka
Anadarko
Growth
High
Medium
8,506
Total
Low
Baca County
Weyer-
hauser
Biscuit
Hill
Large, Multi-Year Drilling Inventory


9
Emerging Play Upside
2 rig program
67,400 acres
Barnett Shale –
Ft. Worth Basin
Spud 1 st
well 1Q 2008
18,000 acres
Topeka / Wabaunsee –
Baca Co, CO
1 st
well WOPL, acquiring seismic, leasing
15,500 acres
South Louisiana
Spud 1 st
well in 1Q 2008
23,500 acres
Bakken
Shale –
Williston Basin
Drilling 4 rigs, leasing, and seismic
82,500 acres
Woodford / Barnett Shale –
West Texas
2 rig program
28,500 acres
Cleveland Play –
Ellis Co, OK
Play
Net Acreage
Activity


10
10
Cleveland Sand Play
42,500 gross (28,500 net) acres of leasehold
2-rig operated drilling program with 3rd rig to be added in
2008
24 horizontal wells drilled and completed in the last 2 years
Significant improvements in drilling time, frac
technique and
total well cost through optimization and best practices
2008 capital budget -
$31.0 million
2009 capital budget -
$27.6 million
CRUSADER FOCUS AREA
Cleveland Sand Play Outline


11
11
Cleveland Sand Play
($2,000)
($1,000)
$0
$1,000
$2,000
$3,000
0
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
0%
50%
100%
150%
200%
$4.00
$5.00
$6.00
$7.00
$8.00
$9.00
$10.00
Expected proved reserves per well of 1.0 Bcf
of gas
(gross) and 80 Mbbl
of oil (gross) with initial
production rates of 1.0 Mmcf/d
and 200 –
300 BOPD
Average NRI: ~40%
Average WI: ~50%
$2.5 million AFE gross drilling & completion costs
Nearly 200 potential drilling locations
Excellent rate of return –
112% at $8/Mcf Henry
Hub and $80/bbl NYMEX
Crusader operated
Current net production rate of 6,670 Mcfe/d
January 4, 2008 closed acquisition of 5% working
interest partner to acquire 760 net Mcfe/d
of
production
Key Observations
Rate of Return (Pre-Tax)
Cumulative Well Cash Flow Profile at
$8.00 Henry Hub


12
12
CRUSADER AREAS OF INTEREST
Ft. Worth Basin Barnett Shale Play
78,850 gross (67,370 net) acres of leasehold
Active 2-rig drilling program in Hill/Ellis
Counties with expansion opportunity available
Rapidly evolving completion technology in area
due to extremely high activity level
Near term activity focused in Hill/Ellis
counties
Large acreage block to southwest in area of
very early activity by other operators
2008 Capital Budget -
$38.3 million
2009 Capital Budget -
$54.5 million
Barnett Shale Play Outline


13
13
Ft. Worth Basin Barnett Shale Play
($2,000)
($1,000)
$0
$1,000
$2,000
$3,000
0
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
0%
10%
20%
30%
40%
50%
60%
70%
$4.00
$5.00
$6.00
$7.00
$8.00
$9.00
$10.00
Significant development opportunity in Hill
and Ellis Counties
Average NRI: 51%
Average WI: 65%
Expected reserves per well of 1.8 –
3.0 Bcfe
(gross)
$2.5 –
3.5 million AFE gross drilling &
completion costs
Rate of return –
43% at $8/mcf Henry Hub
192 potential drilling locations (excluding large
acreage block to southwest)
Key Observations
Rate of Return (Pre-Tax)
Cumulative Well Cash Flow Profile at
$8.00 Henry Hub


14
14
CRUSADER AREA OF INTEREST
West Texas Shale Play
325,000 gross (82,525 net) acres of
leasehold
Currently 3-rig Chesapeake drilling
program on Crusader leasehold
Crusader plans to spud first operated
well in 1st qtr 2008
3D seismic acquisition in progress on
Terrell County acreage
Up to 1.5 Tcfe
of gas in place per section
2008 Capital Budget -
$27.4 million
2009 Capital Budget -
$36.2 million
West Texas Shale Play Outline


15
15
West Texas Shale Play
($3,000)
($2,000)
($1,000)
$0
$1,000
$2,000
$3,000
$4,000
$5,000
0
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
0%
10%
20%
30%
40%
50%
60%
70%
$4.00
$5.00
$6.00
$7.00
$8.00
$9.00
$10.00
Very early results indicate expected Proved Reserve
potential of 3-5 Bcf
for vertical wells, 6-10 Bcf
for
horizontal wells
Average NRI: 3.75% (non-op) –
37.5% (op)
Average WI: 5% (non-op) –
50% (op)
Multi-pay potential in the Woodford, Barnett, Atoka,
and Wolfcamp
Shales
9,000 –
13,000 ft TVD
3,562 potential drilling locations at 80-acre spacing
Over 7,000 potential drilling locations at 40-acre
spacing
Vertical Wells:
Gross drilling & completion costs -
$5 million
Rate of return –
31% at $8/mcf Henry Hub
Horizontal Wells:
Gross drilling & completion costs -
$8 million
Rate of return –
40% at $8/Mcf Henry Hub
Key Observations
Rate of Return (Pre-Tax)
Cumulative Well Cash Flow Profile at
$8.00 Henry Hub (Vertical Well)


16
16
Bakken
Shale Play
37,760 gross (23,550 net) acres of
leasehold
First well spud planned for 1st Qtr 2008
Technology transfer of multi-stage
fracturing in horizontal wells
Leasehold is adjacent to very active
drilling development
Plan to keep 1 rig active through 2009
with opportunity to accelerate later
2008 capital budget -
$18.6 million
2009 capital budget -
$20.9 million
CRUSADER AREA OF INTEREST
MONTANA
NORTH
DAKOTA
Bakken
Shale Play Outline


17
17
Bakken
Shale Play
($4,000)
($3,000)
($2,000)
($1,000)
$0
$1,000
$2,000
$3,000
$4,000
$5,000
0
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
0%
10%
20%
30%
40%
50%
60%
$40.00
$50.00
$60.00
$70.00
$80.00
$90.00
$100.00
Expected Proved Reserves per well of
231,000 Bbl and 400 Mmcf
with historical
technology
High net revenue interest (>80%)
Crusader operated with high average
working interest (75%)
$4.5 million AFE gross drilling & completion
costs
Rate of return –
30% at $80/Bbl NYMEX and
$8.00/Mcf Henry Hub
118 potential drilling locations
Key Observations
Rate of Return (Pre-Tax)
Cumulative Well Cash Flow Profile at
$80.00 NYMEX


18
2008 Capital Budget and Key Projects
Total: $190.0 million
Other 30%
West Texas 14%
Barnett 20%
Bakken
10%
Continue to develop the existing
Cleveland Play and begin expanding into
new prospect areas
Acquire 3D seismic and begin a company-
operated drilling program in the West
Texas Shales
Begin company-operated drilling program
in the Bakken
Shale Play
Optimize the Barnett properties
Drill 10-well program in Baca County, CO
to evaluate development of low-risk, low-
cost gas play
Acquire 3D seismic and participate in
development of non-operated drilling
program in South Louisiana
Cleveland 16%
(including seismic costs)
South Louisiana 5%
Baca 5%
2008 Capital Budget
Key Projects and Objectives


19
Pro Forma Share Count and Capitalization
(1)
Vest in a change of control.
(2)
Potential $58 million Crusader capital draw at $3.00 per share.
(3)
Exercise price of $3.00/share.  Expire 12/31/12.  $105 million in proceeds if exercised.
(4)
166,392 have an exercise price of $0.50 and expire 2/28/09. 100,000 have an exercise price of
$0.50
and
expire
5/7/09.
300,000
have
an
exercise
price
of
$2.00
and
expire
10/29/09.
$0.7
million
in
proceeds
if
exercised.
Shares Outstanding
Pro Forma Balance Sheet
Westside Shares Outstanding
25,361,273
Westside Unvested Shares
1
1,045,000
Shares Issued to Crusader
152,433,684
Basic Shares Outstanding
178,839,957
Potential Crusader $58MM Capital Draw
2
19,290,000
Crusader Options
3
35,000,000
Westside Warrants
4
566,392
Diluted Shares Outstanding
233,696,349
LTIP
2,310,000
Diluted Shares (including LTIP)
236,006,349
12/31/2007
Cash
$26.2
Knight I Senior
37.0
Hawk IBC Facility
1.3
Knight I Subordinated
30.0
Wellington Facility
25.0
Total Debt
93.3
Net Debt
$67.0
Potential Crusader Capital Draw
58.0
Adjusted Net Debt
$9.0
Westside Energy (AMEX:WHT)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more Westside Energy Charts.
Westside Energy (AMEX:WHT)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more Westside Energy Charts.