OKLAHOMA CITY, March 14, 2016 /PRNewswire/ — Ascent Resources, LLC (“Ascent”), announced today that on March 10, 2016 it entered into agreements to sell approximately 2.2 billion common units (“Common Units”) in a private placement transaction, which is expected to result in net proceeds to Ascent of approximately $500 million bringing the total amount of equity raised by Ascent so far in 2016 to $712 million. The Common Units will be sold to the investors at a purchase price of $0.224 per Common Unit. The proceeds of the sale are expected to be funded on or about March 24, 2016 (the “Funding Date”), and Ascent is expected to contribute $500 million in net cash proceeds to Ascent Resources – Utica, LLC (“ARU”) within three business days of the Funding Date (the “Contribution”).
Upon the completion of the Contribution, ARU and ARU Finance Corporation (“Finco” and together with ARU, the “Issuers”) will have satisfied the conditions necessary to exercise their right to redeem their outstanding 3.50% Convertible Subordinated Notes due 2021 issued on February 24, 2016 (the “New Convertible Notes”) for incremental junior secured loans due 2019 (the “New Junior Secured Loans”) and Common Units and/or the Class A Shares of a newly formed entity (“Class A Shares”). The redemption is expected to take place no earlier than 30 days and no later than 60 days following the Funding Date.
Upon redemption, in exchange for every $950 principal amount of the New Convertible Notes redeemed, each holder of New Convertible Notes will receive a redemption price consisting of (a) $200 principal amount of the New Junior Secured Loans plus an additional principal amount of New Junior Secured Loans corresponding to the difference between (i) the paid-in-kind interest to the Funding Date on the New Junior Secured Loans as if such $200 principal amount of New Junior Secured Loans had been issued to such holder on February 24, 2016 and (ii) the interest from February 24, 2016 to the Funding Date on such holder’s New Convertible Notes, (b) 1,562 Common Units plus cash in lieu of any fractional Common Units and (c) accrued and unpaid interest on the New Convertible Notes to the Funding Date, less any applicable withholding taxes; provided that each holder will have the option to receive Class A Shares in lieu of its Common Units, on the same economic terms as described above. The Common Units and Class A Shares issued pursuant to the above redemption right will be subject to certain terms and conditions, including lock-up periods, as set forth in the indenture governing the New Convertible Notes.
Ascent considers the Contribution to be an important milestone to effect significant deleveraging through the redemption of its New Convertible Notes. In addition, Ascent will continue to evaluate liquidity options in the context of a dynamic commodity price and service cost environment and will opportunistically execute financial and operating transactions to further enhance its liquidity and optimize its capital structure and balance sheet.
The Common Units have not been and will not be registered under the Securities Act or under any state securities laws. The Common Units may not be offered or sold within the United States or to or for the account or benefit of any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
About Ascent Resources – Utica, LLC:
Ascent Resources – Utica, LLC (formerly known as American Energy – Utica, LLC) is an independent natural gas and oil company and an indirect wholly-owned subsidiary of Ascent Resources, LLC that is focused on the acquisition, development and production of unconventional natural gas, natural gas liquids and oil resources in the Utica Shale play in eastern Ohio.
About Ascent Resources, LLC:
Ascent Resources, LLC was created in December 2014 through the combination of Ascent Resources Utica Holdings, LLC (formerly known as American Energy Ohio Holdings, LLC) and Ascent Resources Marcellus Holdings, LLC (formerly known as American Energy Marcellus Holdings, LLC), which respectively own Ascent Resources – Utica, LLC and Ascent Resources – Marcellus, LLC (formerly known as American Energy – Marcellus, LLC). Since its inception, Ascent Resources, LLC has established a leading position in the Appalachian Basin, with approximately 280,000 net acres purchased or under contract.
Ascent Resources, LLC and Ascent Resources – Utica, LLC Media Contact: Ms. Anne Pearson, Dennard Lascar Associates, LLC, 210-408-6321, ascent@dennardlascar.com