February 4, 2016 - 8:00 AM EST
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Ascent Resources - Utica, LLC And ARU Finance Corporation Announce Early Participation Results And Extension Of Deadline To Receive Early Participation Premium In Their Offer To Exchange Outstanding 3.50% Convertible Subordinated Notes Due 2021 For New 3.50% Convertible Subordinated Notes Due 2021 And New Junior Secured Loans Due 2019

OKLAHOMA CITY, Feb. 4, 2016 /PRNewswire/ -- Ascent Resources – Utica, LLC (formerly known as American Energy – Utica, LLC) ("ARU") and ARU Finance Corporation (formerly known as AEU Finance Corporation) ("Finco" and together with ARU, the "Issuers"), subsidiaries of Ascent Resources, LLC (formerly known as American Energy Appalachia Holdings, LLC), announced today the early participation results of their private offer to exchange (the "Exchange Offer"), upon the terms and subject to the conditions set forth in the information memorandum, dated January 21, 2016, as supplemented on January 26, 2016 (the "Information Memorandum"), the related letter of transmittal and the related beneficial owner information form, any and all of the outstanding 3.50% Convertible Subordinated Notes due 2021 (the "Existing Convertible Notes") held by Eligible Holders (as defined below), for newly issued 3.50% Convertible Subordinated Notes due 2021 (the "New Convertible Notes") and incremental junior secured loans due 2019 (the "New Junior Secured Loans").

As of 5:00 p.m. New York City time on February 3, 2016, in excess of 80% in aggregate principal amount of the Existing Convertible Notes had been validly tendered and not validly withdrawn pursuant to the Exchange Offer.  The Issuers also announced today that the Issuers have extended the early participation deadline of the Exchange Offer (the "Early Participation Date") to 5:00 p.m., New York City time on February 5, 2016.  All other terms of the Exchange Offer, as previously announced, remain unchanged, and the Exchange Offer will expire at 11:59 p.m., New York City time on February 18, 2016 (such date and time, as they may be extended, the "Expiration Date").

The Exchange Offer remains open, and will expire on the Expiration Date.  Holders who have already validly tendered (and not validly withdrawn) their Existing Convertible Notes do not need to re-tender their Existing Convertible Notes. Under the terms of the Exchange Offer, holders who have previously tendered their Existing Convertible Notes can no longer validly withdraw those notes from the Exchange Offer, except to the extent required by law.

In exchange for each $1,000 principal amount of the Existing Convertible Notes that is validly tendered and not validly withdrawn, plus the accrued and unpaid interest thereon, which the Issuers have elected to pay in kind, at or prior to the Early Participation Date, the Eligible Holder will receive total exchange consideration consisting of (i) $50 principal amount of the New Junior Secured Loans plus an additional principal amount of New Junior Secured Loans corresponding to 5% of any accrued and unpaid interest on the Existing Convertible Notes and (ii) $950 principal amount of the New Convertible Notes plus an additional principal amount of New Convertible Notes corresponding to 95% of any accrued and unpaid interest on the Existing Convertible Notes (the "Total Exchange Consideration").  In exchange for each $1,000 aggregate principal amount of the Existing Convertible Notes that is validly tendered and not validly withdrawn, plus any accrued and unpaid interest thereon, which the Issuers have elected to pay in kind, after the Early Participation Date but prior to Expiration Date, the Eligible Holder will receive exchange consideration consisting of (i) $1,000 principal amount of the New Convertible Notes and (ii) an additional principal amount of New Convertible Notes corresponding to any accrued and unpaid interest on the Existing Convertible Notes. Tenders may not be validly withdrawn unless required by law.  The Issuers plan to incur the New Junior Secured Loans and issue the New Convertible Notes on or about the third business day following the Expiration Date (the "Settlement Date").  The New Convertible Notes are not and will not be listed on any securities exchange.

The following table sets forth the exchange consideration, early participation premium, and Total Exchange Consideration for the Existing Convertible Notes:

Title of Old Notes

CUSIP Number

ISIN Number

Principal Amount Outstanding

Exchange Consideration per $1,000 Principal Amount of Existing Convertible Notes Tendered After Early Participation Date

Early Participation Premium(1)

Total Exchange Consideration per $1,000 Principal Amount of Existing Convertible Notes Tendered Before Early Participation Date

Principal Amount of New Junior Secured Loans

Principal Amount of New Convertible Notes

3.50% Convertible Subordinated Notes due 2021

025644 AA3

US025644AA31

$735,398,125.00

$1,000 principal amount of New Convertible Notes plus an additional principal amount of New Convertible Notes corresponding to any accrued and unpaid interest on the Existing Convertible Notes

$50 principal amount of New Junior Secured Loans plus an additional principal amount of New Junior Secured Loans corresponding to 5% of any accrued and unpaid interest on the Existing Convertible Notes

$50 principal amount of New Junior Secured Loans plus an additional principal amount of New Junior Secured Loans corresponding to 5% of any accrued and unpaid interest on the Existing Convertible Notes

$950 principal amount of New Convertible Notes plus an additional principal amount of New Convertible Notes corresponding to 95% of any accrued and unpaid interest on the Existing Convertible Notes

(1)

The Early Participation Premium will be net of any applicable withholding taxes.

 

The consummation of the Exchange Offer is subject to, and conditional upon, the satisfaction or waiver of certain conditions, including, among other things: (i) the valid tender (without valid withdrawal) of at least 90% in aggregate principal amount of the Existing Convertible Notes, (ii) accession of all participating holders to ARU's existing junior secured term credit agreement, (iii) entry by all participating holders into a subscription agreement with respect to the New Convertible Notes (the effectiveness of which is in turn subject to, and conditioned on, a $212.0 million equity contribution to Ascent, of which $177.0 million is to be contributed to ARU), and (iv) entry by all participating holders into a registration rights agreement with the Issuers.   

The Exchange Offer is only made and documents relating to the Exchange Offer will only be distributed to "Eligible Holders" of Existing Convertible Notes who complete and return an eligibility form confirming that they are either (1) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), or (2) a person who is not a "U.S. person" as defined under Regulation S under the Securities Act. The complete terms and conditions of the Exchange Offer, as well as the terms of the New Convertible Notes, are described in the Information Memorandum, the related letter of transmittal and the related beneficial owner information form, copies of which may be obtained by contacting Global Bondholder Services Corporation, the exchange agent and information agent in connection with the Exchange Offer, at (866) 924-2200 or (212) 430-3774 (banks and brokers) or by visiting http://gbsc-usa.com/eligibility/Ascent_Resources to complete the eligibility process.

The New Convertible Notes have not been and will not be registered under the Securities Act or under any state securities laws. The New Convertible Notes 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 is an independent natural gas and oil company affiliated with 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), 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

 

To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/ascent-resources--utica-llc-and-aru-finance-corporation-announce-early-participation-results-and-extension-of-deadline-to-receive-early-participation-premium-in-their-offer-to-exchange-outstanding-350-convertible-subordinated--300215080.html

SOURCE Ascent Resources - Utica, LLC


Source: PR Newswire (February 4, 2016 - 8:00 AM EST)

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