American Standard Energy Corp. Announces Sale of Eagle Ford Interest, Amendment to Pentwater Credit Facility and Changes in Board of Directors

SCOTTSDALE, Ariz., Sept. 18, 2012 /PRNewswire/ -- American Standard Energy Corp. and its affiliates ("American Standard" or the "Company") announced today that it agreed to sell approximately 1,200 leasehold acres in its Auld Shipman project in Frio and LaSalle Counties, Texas to Antler Bar Investments, LLC for total consideration of approximately $16.40 million, including the reduction of $2.75 million principal value of the Convertible Promissory Notes owned by affiliates of Pentwater Capital Management ("Pentwater"). The balance of the consideration included the transfer of liabilities owed by the Company to the project operator. Antler Bar Investments is also an affiliate of Pentwater.

"While Auld Shipman has the potential to be a solid Eagle Ford producing asset, it was simply not the right asset at the right time for American Standard," said Scott Feldhacker, Chief Executive Officer of American Standard. "The ability to reduce our payables and debt by over $16 million and eliminate nearly $2 million in monthly expenditures was a prudent move for our Company at this stage in its lifecycle, especially given the erratic production history of the field and infrastructure performance issues we experienced."

In addition, the Company and Pentwater entered into various Amendments and limited waivers related to the convertible notes (the "Amendments"). The terms of the Amendments include: (1) 100% of the net cash proceeds of any disposition of assets by the Company must be used to prepay the Secured Convertible Promissory Note (the "Note"), dated February 9, 2012 and amended on July 23, 2012, and must be approved by Pentwater; (2) The Company must engage operational consultants with engineering expertise within thirty days from September 11, 2012; (3) Pentwater shall have the right to nominate, and the Company shall take all steps necessary, to elect two directors to the Company's board of directors to fill the vacancies left upon the resignation of certain directors; and  (4) The principal amount of the Note, dated February 9, 2012 and amended July 23, 2012, was increased by $89,059 to correct an earlier administrative error regarding the Original Issue Discount on the notes.  

A complete description of the Amendments can be found on the Form 8-K filed September 17, 2012 with the U.S. Securities and Exchange Commission.

"We appreciate Pentwater's assistance as American Standard continues to evolve into a more focused exploration and production company," added Feldhacker. "As both a creditor and significant equity holder, the goals of the Company and Pentwater are better aligned as a result of these Amendments, and we look forward to working with Pentwater to create value for all of our stakeholders in the coming months."

Changes to Board of Directors

In conjunction with the sale of the Auld Shipman assets and the Amendments to the Convertible Promissory Notes, the Company also announces changes to its Board of Directors.

Robert Thompson, the Chairman of the Board of Directors of American Standard has chosen to retire from his position to focus on further development of other business interests. His retirement is effective immediately, and the details of his retirement program are outlined on Form 8-K filed with the U.S. Securities and Exchange Commission.

"Bob has been a good friend and exceptional chairman for American Standard," said Scott Feldhacker. "Bob's experience as a public company director, combined with his belief in our company and our mission played a vital role in our ability to build the asset base of American Standard. We are grateful for Bob's leadership, stewardship and friendship and wish him well in the future."

In addition, directors Scott David and Jim Leeton have also elected to resign from the Board of Directors, effective immediately. Scott David has agreed to remain as an advisor to the Company.

"Scott David and Jim Leeton have been invaluable members of our Board of Directors, and we appreciate their service," added Feldhacker. "Scott's involvement in the management of a major integrated energy company has provided valuable perspective on issues that directly impact all aspects of our business, and we look forward to continuing to count on Scott for advice in the future. Jim Leeton provided invaluable advice on land, title and other technical aspects of the oil and gas business that has been key to the Company's early growth. We wish Jim well in his future endeavors."

Replacing Robert Thompson as non-executive Chairman is Wayne Squires, founder, President and CEO of Orion Drilling Company, LLC. Orion, based in Corpus Christi, Texas, is a contract drilling company with rigs operating in Texas and Pennsylvania. Mr. Squires, a petroleum engineer by training, was an original partner in Pioneer Drilling from 1988-2000 and also served in various capacities with Peninsula Drilling Company from 1980 to 1988.

"We are delighted to welcome Wayne Squires to the American Standard Board of Directors at this pivotal time in our lifecycle," added Feldhacker. "His depth and breadth of experience, understanding of the drilling business, his professional affiliations and relationships and his good sense and commitment to the profession are traits that will serve our Company well, now and into the future."

A complete review of these changes can also be found in Form 8-K filed with the U.S. Securities and Exchange Commission.

About American Standard Energy

American Standard Energy Corp is an oil and gas exploration and production company based in Scottsdale, Arizona. The Company's oil and gas asset base is comprised of operated acreage in the Permian Basin and non-operated acreage in the Williston Basin and South Texas Eagle Ford resource prospects. The Company currently controls approximately 112,000 combined net acres in the Permian Basin, Williston Basin, Eagle Ford, Niobrara, Eagle Bine and Gulf Coast.

For additional information on American Standard Energy Corp visit our website at: www.asenergycorp.com

Forward Looking Statements

Except for the historical information contained herein, this press release contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All statements other than statements of historical facts included in this report regarding our financial position, business strategy, plans and objectives of management for future operations, industry conditions, and indebtedness covenant compliance are forward-looking statements. When used in this report, forward-looking statements are generally accompanied by terms or phrases such as "estimate," "project," "predict," "believe," "expect," "anticipate," "target," "plan," "intend," "seek," "goal," "will," "should," "may" "continue," "opportunities" or other words and similar expressions that convey the uncertainty of future events or outcomes. Items contemplating or making assumptions about, actual or potential future sales, market size, collaborations, and trends or operating results also constitute such forward-looking statements. Please refer to the documents American Standard files, from time to time, with the Securities and Exchange Commission; specifically, American Standard's most recent Form 10-K and the cautionary statements and risk factors contained therein. Those documents contain and identify important risk factors that could cause the actual results to differ materially from those contained in or implied by these forward-looking statements.

Forward-looking statements involve inherent risks and uncertainties, and important factors (many of which are beyond our Company's control) that could cause actual results to differ materially from those set forth in the forward-looking statements, including the following: oil and gas prices, our ability to raise capital, general economic or industry conditions nationally and/or in the communities in which our Company conducts business, changes in the interest rate environment, legislation or regulatory requirements, conditions of the securities markets, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our Company's operations, products, services and prices.

We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control.

CONTACT:

American Standard Energy Corp.
(480) 371-1929

SOURCE American Standard Energy Corp.