OKLAHOMA CITY, JUNE 8, 2015: American Energy – Woodford, LLC (“AEW”), an affiliate of American Energy Partners, LP, today announced the early participation deadline 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 (as defined below) for its new 12.00% Second Lien notes due 2020 (the “New Notes”).
As of 5:00 p.m. New York City time on June 8, 2015 (the “Early Participation Deadline”), approximately $336 million in aggregate principal amount of the Existing Notes, representing 95.99% of the outstanding principal amount of the Existing Notes, had been validly tendered (and not validly withdrawn) pursuant to the Exchange Offer. In exchange for each $1,000 principal amount of Existing Notes validly tendered (and not validly withdrawn) at or prior to the Early Participation Deadline, each Eligible Holder will receive total exchange consideration consisting of $700 principal amount of the New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.
The Exchange Offer remains open, and will expire at 11:59 p.m., New York City time, on June 22, 2015, unless extended by AEW (the “Expiration Date”). In exchange for each $1,000 principal amount of Existing Notes that is validly tendered after the Early Participation Deadline, but before the Expiration Date, the Eligible Holder will receive total exchange consideration consisting of $650 principal amount of New Notes. An Eligible Holder who desires to tender its Existing Notes in the Exchange Offer must tender all of such Eligible Holder’s Existing Notes.
As part of the Exchange Offer, AEW is also soliciting consents to certain amendments to the indenture under which the Existing Notes were issued (the “Existing Indenture”) from Eligible Holders of the Existing Notes (the “Consent Solicitation”). The amendments, if effected, will 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”). Eligible Holders of the Existing Notes may not consent to the Amendments without tendering their Existing Notes in the Exchange Offer and Eligible Holders may not tender their Existing Notes in the Exchange Offer without consenting to the Amendments. Based on the results announced above, pursuant to the terms of the Consent Solicitation, AEW has received the requisite consent from holders of the Existing Notes to amend the Existing Indenture in accordance with the Amendments.
Holders who have already validly tendered their Existing Notes and delivered their consents do not need to re-tender their Existing Notes or deliver new consents. Under the terms of the Exchange Offer and Consent Solicitation, holders who have previously tendered their Existing Notes and delivered their related consents can no longer validly withdraw those notes from the Exchange Offer or withdraw their consents from the Consent Solicitation.
The Exchange Offer and Consent Solicitation is being conducted upon the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement, dated May 26, 2015, and the related letter of transmittal (together, the “Offering Documents”). The Exchange Offer is only made, and copies of the offering documents will only be made available, to a holder of the Existing Notes who has properly completed, executed and delivered to the Information Agent (as defined below) an eligibility letter, whereby such holder represents to AEW that it is (1) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, or (2) a person who is not a “U.S. person” as defined under Regulation S under the Securities Act (each such person, an “Eligible Holder”).
The consummation of the Exchange Offer and Consent Solicitation is subject to, and conditional 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 our 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 is actively working to meet these conditions and has (i) received an executed commitment letter from MUFG Union Bank, N.A. to fully underwrite a revolving credit facility with an initial borrowing base of $140 million; and (ii) received authority from our Board of Managers (including the support of our largest equity sponsor) to call and fund $100 million of additional equity.
AEW has retained Global Bondholder Services Corporation as the exchange agent and information agent for the Exchange Offer (the “Information Agent”). Requests for the offering memorandum and consent solicitation statement, eligibility letter, letter of transmittal and consent and other questions or requests for assistance with the Exchange Offer may be directed to 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 a solicitation for acceptance of the Exchange Offer and Consent Solicitation. AEW is making the Exchange Offer and Consent Solicitation only by, and pursuant to the terms of, the Offering Documents. The Exchange Offer is not being 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. None of AEW, the Dealer Managers, or the Information Agent makes any recommendation in connection with the Exchange Offer and Consent Solicitation.
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.