Endeavor Energy Resources, L.P. Announces Closing of Private Offering of $1 Billion of Senior Notes, Settlement of Tender Offers and Redemption of 2021 Notes and 2023 Notes Not Tendered in Tender Offers
MIDLAND, Texas, Dec. 7, 2017 /PRNewswire/ -- Endeavor Energy Resources, L.P. ("Endeavor" or the "Company") today announced that it and its wholly-owned subsidiary, EER Finance, Inc. (together with the Company, the "Issuers"), closed a private offering (the "Offering") to eligible purchasers under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the "Securities Act"), of $500 million aggregate principal amount of 5.500% senior unsecured notes due 2026 (the "2026 Notes") and $500 million aggregate principal amount of 5.750% senior unsecured notes due 2028 (the "2028 Notes" and together with the 2026 Notes, the "Notes"). The 2026 Notes and the 2028 Notes will mature on January 30, 2026 and January 30, 2028, respectively. The Notes are guaranteed by certain of Endeavor's subsidiaries. Interest on the Notes is payable semi-annually.
The net proceeds of the Offering, after deducting initial purchasers' discounts and estimated offering expenses, were approximately $988 million. Approximately $658 million of the net proceeds were used to fund Endeavor's previously announced tender offers (the "Tender Offers") for its 7.000% senior notes due 2021 (the "2021 Notes") and 8.125% senior notes due 2023 (the "2023 Notes") pursuant to the Offer to Purchase dated November 28, 2017 (the "Offer to Purchase") and to pay fees and expenses in connection therewith. As discussed below, remaining net proceeds will be used to redeem outstanding 2021 Notes and 2023 Notes that were not tendered in the Tender Offers and for general partnership purposes.
Endeavor also announced today it accepted for purchase $390,632,000 principal amount of its 2021 Notes and $222,609,000 principal amount of its 2023 Notes which were validly tendered pursuant to the Tender Offers. In accordance with the terms of the Offer to Purchase, Endeavor made payments in cash of $1,038.80 per $1,000 principal amount of 2021 Notes validly tendered and $1,076.50 per $1,000 principal amount of 2023 Notes validly tendered, plus accrued and unpaid interest to, but not including, the settlement date (December 7, 2017).
Endeavor also announced today that it has notified U.S. Bank National Association, as trustee under the indentures relating to the 2021 Notes and 2023 Notes, of its intention to redeem all remaining 2021 Notes and 2023 Notes that were not tendered in the Tender Offers. The remaining 2021 Notes and 2023 Notes will be redeemed on January 6, 2018 (the "Redemption Date"). The redemption price of any 2021 Notes to be redeemed is 103.500% of the principal amount thereof, plus accrued and unpaid interest to the Redemption Date. The redemption price of any 2023 Notes to be redeemed is equal to 100% of principal plus a make whole premium, plus accrued and unpaid interest to the Redemption Date.
The Notes have not been, and will not be, registered under the Securities Act, or under the securities laws of any other jurisdiction. The Notes were offered in the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States in reliance on Regulation S under the Securities Act and may not be offered, sold, pledged or otherwise transferred within the United States, or to or for the account of U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable laws of any other jurisdiction.
This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful. The Tender Offers were made only pursuant to the Offer to Purchase and only in such jurisdictions as permitted under applicable law. This press release does not constitute a notice of redemption under the optional redemption provisions of the indentures relating to the 2021 Notes and 2023 Notes.
Goldman Sachs & Co. LLC and MUFG Securities Americas Inc. acted as joint dealer managers for the Tender Offers. The information agent and tender agent for the Tender Offers was D.F. King & Co., Inc. Request for documents relating to the Tender Offers may be directed to D.F. King & Co., Inc. at (866) 796-6867 (toll free) or by e-mail at [email protected]. Questions regarding the Tender Offers should be directed to Goldman Sachs & Co. LLC at (800) 828-3182.
Forward-Looking Statements
This press release includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited to, the use of proceeds from the Offering and the redemption of the 2021 Notes and 2023 Notes. All statements, other than statements of historical fact, regarding Endeavor's strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this press release, the words "could," "should," "will," "plan," "believe," "anticipate," "intend," "estimate," "expect," "project", "budget" 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 Endeavor's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Forward-looking statements may include statements about Endeavor's: business strategy; reserves; financial strategy, liquidity and capital required for its development program; realized oil and natural gas prices; timing and amount of future production of oil and natural gas; hedging strategy and results; future drilling plans and locations; competition and government regulations; marketing of oil and natural gas; leasehold or property acquisitions; costs of developing its properties; general economic conditions; credit markets; liquidity and access to capital; uncertainty regarding its future operating results; plans, objectives, expectations and intentions contained in this press release that are not historical. Endeavor cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond its control, incident to the exploration for and development and production of oil and natural gas. These risks include, but are not limited to, commodity price volatility; inflation; uncertainties about Endeavor's estimated oil and natural gas reserves and in projecting future rates of production; cash flow; lack of availability of drilling and production equipment and services; the concentration of Endeavor's operations in the Permian Basin of West Texas; difficult and adverse conditions in the domestic and global capital and credit markets; potential financial losses or earnings reductions resulting from Endeavor's commodity price risk management program or any inability to manage its commodity risks; failure to realize expected value creation from property acquisitions; Endeavor's dependence on Autry C. Stephens; access to capital, the timing of development expenditures; environmental, weather, drilling and other operating risks; regulatory changes; competition in the oil and natural gas industry; and Endeavor's substantial existing indebtedness. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, Endeavor's actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that Endeavor or persons acting on its behalf may issue. Except as otherwise required by applicable law, Endeavor disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.
About Endeavor Energy Resources, L.P.
Endeavor Energy Resources, L.P. is a private E&P located in Midland, Texas. Endeavor's considerable asset position in the Permian Basin, coupled with an improving balance sheet and expanding capital program, positions the company for production and cash flow growth moving forward. Endeavor's strategic focus is to become the premier Midland Basin horizontal operator. This requires a systematic approach that relies on the proven strength and capability of Endeavor's employees and management. For more information, please visit www.endeavorenergylp.com.
For Additional Information
Endeavor Energy Resources, L.P.
110 N. Marienfeld Street, Suite 200
Midland, TX 79701
Attention: Damon Button, Chief Financial Officer, Vice President and Treasurer
Phone: (432) 262-4012
[email protected]
SOURCE Endeavor Energy Resources, L.P.
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