American Energy - Woodford, LLC Announces Expiration And Final Results Of Its Offer To Exchange Its Outstanding 9.00% Senior Notes Due 2022 For Its New 12.00% Second Lien Notes Due 2020
OKLAHOMA CITY, June 23, 2015 /PRNewswire/ -- American Energy – Woodford, LLC ("AEW"), an affiliate of American Energy Partners, LP, today announced the expiration and final results of its private offer to exchange (the "Exchange Offer") any and all of its outstanding 9.00% Senior Notes due 2022 (the "Existing Notes") held by eligible holders for its new 12.00% Second Lien notes due 2020 (the "New Notes").
The Exchange Offer expired at 11:59 p.m. New York City time on June 22, 2015 (the "Expiration Date"). As of the Expiration Date $339.7 million in aggregate principal amount of the Existing Notes, representing approximately 97.06% of the outstanding principal amount of the Existing Notes, were validly tendered (and not validly withdrawn) pursuant to the Exchange Offer. AEW has accepted for exchange all of the Existing Notes that were validly tendered and not validly withdrawn, and will issue approximately $237.6 million in aggregate principal amount of the New Notes in exchange for Existing Notes. Immediately following the settlement of the New Notes and the cancellation of the validly tendered and accepted Existing Notes, which is expected to occur on June 24, 2015 (the "Settlement Date"), $10.3 million in aggregate principal amount of the Existing Notes will remain outstanding.
In exchange for each $1,000 principal amount of Existing Notes validly tendered (and not validly withdrawn) as of 5:00 p.m. New York City time on June 8, 2015 (the "Early Participation Deadline"), each eligible holder will receive total exchange consideration consisting of $700 principal amount of the New Notes (the "Early Participation Consideration"). The Early Participation Consideration includes the early participation premium, which consists of $50 principal amount of New Notes. In exchange for each $1,000 principal amount of Existing Notes validly tendered after the Early Participation Deadline, but before the Expiration Date, each eligible holder will receive total exchange consideration consisting of $650 principal amount of New Notes. In addition, holders who validly tendered (and did not validly withdraw) their Existing Notes at or prior to the Expiration Date will receive, in respect of their Existing Notes that are accepted for exchange, accrued and unpaid interest up to, but not including, the Settlement Date.
As part of the Exchange Offer, AEW also received the requisite consents to amend the indenture under which the Existing Notes were issued (the "Existing Indenture") from eligible holders of the Existing Notes (the "Consent Solicitation" and, together with the Exchange Offer, the "Exchange Offer and Consent Solicitation"), to among other things, eliminate or amend substantially all of the restrictive covenants and reporting requirements, and modify certain events of default and various other provisions contained in the Existing Indenture (the "Amendments").
AEW's consummation of the Exchange Offer and Consent Solicitation is subject to, and conditioned upon, the satisfaction or waiver of certain conditions, including, among other things: (i) entry into a new revolving credit facility with an initial borrowing base of at least $140 million, (ii) receipt of at least $100 million in equity contributions from its sponsors; and (iii) entry into a security agreement and related intercreditor agreement whereby the New Notes and related guarantees will be secured by a second-priority lien. AEW expects to meet these conditions on the Settlement Date and is in the process of finalizing a new revolving credit facility, fully underwritten by MUFG Union Bank, N.A., with an initial borrowing base of $140 million and has called, and is in the process of funding $100 million of additional equity from its sponsors.
Global Bondholder Services Corporation is acting as the information agent and exchange agent for the Exchange Offer and Consent Solicitation (the "Information Agent"). Information concerning the terms of the Exchange Offer and Consent Solicitation may be obtained by contacting the Information Agent at 65 Broadway, Suite 404, New York, NY 10006 or at (212) 430-3774 or (866) 924-2200.
The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under any state securities laws. The New Notes may not be offered or sold within the United States, absent registration or an applicable exemption from registration requirements.
This press release is not an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any of AEW's securities. AEW made the Exchange Offer and Consent Solicitation only by, and pursuant to the terms of, the Offering Documents. The Exchange Offer was not made in any state or jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky, or other laws of such state or other jurisdiction.
About American Energy – Woodford, LLC:
American Energy – Woodford, LLC is an independent oil and natural gas company affiliated with American Energy Partners, LP focused on the acquisition, development and production of oil, natural gas liquids and natural gas resources in the Woodford and Mississippi Lime plays in northern Oklahoma.
About American Energy Partners, LP:
American Energy Partners, LP was founded by Aubrey K. McClendon in April 2013 to capitalize on opportunities available in unconventional resource plays. For additional information, please visit www.americanenergypartners.com.
SOURCE American Energy - Woodford, LLC
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