American Energy - Permian Basin, LLC Announces Extension of the Early Participation Time and the Expiration Time of Previously Announced Tender Offers

HOUSTON, Sept. 30, 2019 /PRNewswire/ -- American Energy – Permian Basin, LLC (the "Company") announced today that it has elected to extend the Early Participation Deadline and the Expiration Time of the Company's previously announced offers to purchase (the "Tender Offers") any and all of the outstanding 13.000% Senior Secured First Lien Notes due 2020 (the "First Lien Notes") issued by the Company and its wholly-owned subsidiary, AEPB Finance Corporation, as co-issuer ("AEPB Finance" and, together with the Company, the "Issuers"), any and all of the Issuers' outstanding 8.000% Senior Secured Second Lien Notes due 2020 (the "Second Lien Notes"), and any and all of the Issuers' outstanding Floating Rate Senior Notes due 2019 (the "2019 Notes"), 7.125% Senior Notes due 2020 (the "2020 Notes") and 7.375% Senior Notes due 2021 (the "2021 Notes" and, together with the 2019 Notes and the 2020 Notes, the "Senior Notes" and the Senior Notes, together with the First Lien Notes and the Second Lien Notes, the "Notes") and the related solicitations of consents to certain proposed amendments to the indentures governing the Notes (the "Consent Solicitations") that commenced on August 29, 2019 and that are described in the Confidential Offering Memorandum and Tender Offer, Consent Solicitation and Disclosure Statement, dated August 29, 2019 (the "Offering Memorandum") and the related letter of transmittal. Capitalized terms used but not defined herein have the meanings given to them in the Offering Memorandum. The Expiration Time is extended from 5:00 p.m. (New York City time) on September 27, 2019 to 11:59 p.m. (New York City time) on October 2, 2019 and the Early Participation Deadline is extended from 5:00 p.m. (New York City time) on September 20, 2019 to 11:59 p.m. (New York City time) on October 2, 2019.

As of 5:00 p.m. (New York City time) on September 27, 2019, (i) $459.963 million aggregate principal amount of First Lien Notes, representing approximately 99.99% of the outstanding principal amount of the First Lien Notes, (ii) $291.652 million aggregate principal amount of Second Lien Notes, representing 100% of the outstanding principal amount of the Second Lien Notes, (iii) $189.480 million aggregate principal amount of the 2019 Notes, representing approximately 82.61% of the outstanding principal amount of the 2019 Notes, (iv) $565.083 million aggregate principal amount of the 2020 Notes, representing approximately 95.30% of the outstanding principal amount of the 2020 Notes, and (v) $517.031 million aggregate principal amount of the 2021 Notes, representing approximately 98.28% of the outstanding principal amount of the 2021 Notes, have been validly tendered and not validly withdrawn pursuant to the Tender Offers and the related consents delivered pursuant to the Consent Solicitation.

The Issuers have received consents from the holders of (i) greater than 66 2/3% of the outstanding principal amount of each of the First Lien Notes and Second Lien Notes and (ii) greater than a majority of the outstanding principal amount of each series of Senior Notes, and have executed supplemental indentures to each indenture governing the Notes giving effect to the proposed amendments to each indenture described in the Offering Memorandum (the "Proposed Amendments"). The supplemental indentures will only become operative upon the completion of the conditions set forth in the Offering Memorandum, including consummation of the Tender Offers. Upon the Proposed Amendments becoming operative with respect to a series of Notes, all noteholders of such series of Notes would be bound by the terms thereof, even if they did not deliver consents to the applicable Proposed Amendments.

Additionally, since greater than 66 2/3% of each of the First Lien Notes, Second Lien Notes, and Unsecured Notes has been tendered, the Issuers have received sufficient support to effectuate, if necessary, the In-Court Reorganization pursuant to the Prepackaged Plan.

The Withdrawal Deadline of 5:00 p.m., New York City time, on September 20, 2019 has passed and tendered Notes may no longer be validly withdrawn except under the limited circumstances described in the Offering Memorandum. The Withdrawal Deadline has not been extended.

Consummation of the Tender Offers is conditioned upon the satisfaction or waiver of the conditions specified in the Offering Memorandum.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. Prime Clerk LLC is acting as the tender agent and information agent for the Tender Offers and voting agent for the solicitation of votes on the Prepackaged Plan. Requests for the offering documents may be directed to Prime Clerk at (844) 627-8453 (toll free within the U.S. and Canada), +1 (929) 602-1722 (toll outside the U.S. and Canada), or by email to [email protected]. 

Neither the Issuers, their affiliates, their respective governing boards nor any other person makes any recommendation as to whether the holders of the Notes should tender their Notes, and no one has been authorized to make such a recommendation. Holders of the Notes must make their own decisions as to whether to tender their Notes, and if they decide to do so, the principal amount of the Notes to tender.

About American Energy – Permian Basin, LLC

American Energy – Permian Basin, LLC is an independent oil and natural gas company focused on the acquisition, development and production of unconventional oil and natural gas reserves in the Wolfcamp Shale play in the Southern Midland Basin within the Permian Basin of West Texas.

About Sable Permian Resources, LLC

Sable Permian Resources, LLC is an independent oil and natural gas company focused on the acquisition, development and production of unconventional oil and natural gas reserves in the Wolfcamp Shale play in the Southern Midland Basin within the Permian Basin of West Texas. Sable Permian Resources, LLC is the parent entity of American Energy – Permian Basin, LLC and operates on its behalf.

Forward-Looking Statements

The information in this press release includes "forward-looking statements." All statements, other than statements of historical fact included in this press release, regarding the Company's strategy, future operations, financial position, estimated revenues and losses, projected production, projected costs, prospects, plans and objectives of management, are forward-looking statements. When used in this press release, the words "could," "believe," "anticipate," "intend," "estimate," "expect," "guidance," "forecast" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on the Company's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. These forward-looking statements are based on management's current beliefs, based on currently available information, as to the outcome and timing of future events, which may differ from actual outcomes. While the Company makes these statements and projections in good faith, neither the Company nor the Company's management can guarantee that anticipated future results will be achieved. The Company assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by the Company, whether as a result of new information, future events, or otherwise.

SOURCE American Energy - Permian Basin, LLC