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July 10, 2014
07:32 EDTFSTForest Oil amends merger agreement with Sabine Oil & Gas
Forest Oil announced that it has reached an agreement with Sabine Oil & Gas to amend their previously announced merger agreement to protect the interests of their respective shareholders. The revised transaction structure does not change the economic terms of the transaction. Upon completion, current Forest shareholders will own approximately 26.5% of the economic interest in the combined businesses of Forest and Sabine Oil & Gas, the same as under the original merger agreement. Under the terms of the amended merger agreement, Forest and Sabine Oil & Gas will combine their businesses through a revised transaction structure, where Sabine Investor Holdings, and a related investment entity, the owners of Sabine Oil & Gas, will contribute their interests in Sabine Oil & Gas to Forest, in exchange for the issuance to the Sabine Investor Entities of common and preferred stock in Forest. As a result of the contribution and stock issuance, Sabine Oil & Gas will become a wholly owned subsidiary of Forest, the Sabine Investor Entities will hold common and preferred shares representing an aggregate 73.5% economic interest in Forest and the existing Forest common shareholders will hold an aggregate 26.5% economic interest in Forest. The 73.5% / 26.5% economic interest allocation is the same as under the original merger agreement. The revised transaction structure is not expected to have any impact on the treatment of the existing indebtedness of Forest and Sabine Oil & Gas, as compared to the original transaction structure. The combined entity will still be headquartered in Houston, Texas, and will be led by Sabine’s current executive management team. The transaction is expected to be completed in 4Q14.
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October 20, 2014
07:09 EDTFSTForest Oil announces commencement of proxy mailing
Forest Oil Corporation will commence mailing definitive proxy materials today in connection with the meeting to Forest shareholders for the purpose of voting on the previously announced business combination transaction between Sabine Oil & Gas LLC and Forest. Today’s action follows completion of the Securities and Exchange Commission review process last week. Forest has scheduled the special meeting of shareholders for November 20, 2014, to consider and vote on the proposed merger agreement with Sabine. Forest shareholders of record at the close of business on October 3, 2014, the record date, are entitled to notice of, and to vote at, the Forest special meeting. Closing of the transaction is subject to approval of shareholders of Forest, necessary regulatory approvals and other closing conditions. If approved, Forest anticipates the transaction to close in 2014.

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