Vanguard Natural Resources, LLC (VNR) (“Vanguard”) and VNR Finance Corp., a wholly owned subsidiary of Vanguard (“VNR Finance,” and together with Vanguard, the “Issuers”), today announced the early tender results of their previously announced private exchange offer (the “Exchange Offer”) to certain eligible holders of their outstanding 7.875% Senior Notes due 2020 (the “Existing Notes”) to exchange Existing Notes for a new issue of 7.0% Senior Secured Second Lien Notes due 2023 (the “New Notes”), subject to the terms and conditions described in the offering memorandum of the Issuers dated January 8, 2016 and the related letter of transmittal (together, the “Offering Documents”).
As of 5:00 p.m., New York City time, on January 22, 2016 (the “Early Tender Date”), approximately $167.7 million in aggregate principal amount of the Existing Notes, representing approximately 30.5% of the outstanding principal amount of the Existing Notes, had been validly tendered and not validly withdrawn pursuant to the Exchange Offer. When the settlement of the Exchange Offer occurs, eligible holders of Existing Notes who have validly tendered and have not validly withdraw their Existing Notes prior to the Early Tender Date, and whose tenders are accepted for exchange by the Issuers, will receive $450 in principal amount of New Notes for each $1,000 in principal amount of Existing Notes tendered in the Exchange Offer.
The Exchange Offer will expire at 11:59 p.m., New York City time, on February 5, 2016, unless extended or earlier terminated by the Issuers (the “Expiration Date”). At 5:00 p.m., New York City time, on January 22, 2016 the withdrawal deadline expired, therefore Eligible Holders who previously tendered their Existing Notes can no longer validly withdraw those notes from the Exchange Offer, except to the extent required by law. Eligible holders who validly tender their Existing Notes after the Early Tender Date but before the Expiration Date, and whose tenders are accepted for exchange by the Issuers, will receive $400 in principal amount of New Notes for each $1,000 principal amount of Existing Notes tendered in the Exchange Offer.
The consummation of the Exchange Offer is subject to the satisfaction or waiver of certain conditions, including, among others, entry into a security agreement and intercreditor agreement whereby the New Notes and related guarantees will be secured by a second-priority lien on the assets of the Issuers and certain of their material subsidiaries.
The Exchange Offer is only being made, and copies of the Offering Documents will only be made available, to holders of the Existing Notes who complete and return an eligibility form confirming that they are (1) “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or (2) not “U.S. persons” and are outside of the United States within the meaning of Regulation S under the Securities Act (such persons, “eligible holders”). Holders who desire to obtain and complete an eligibility form should contact the information agent, D.F. King & Co., Inc., at (877) 283-0317 (toll-free) or (212) 269-5550 (for banks and brokers), or via the following website: http://www.dfking.com/vnr.
Eligible holders are urged to carefully read the Offering Documents in their entirety before making any decision with respect to the Exchange Offer. None of the Issuers, the dealer managers, the information agent or the exchange agent makes any recommendation as to whether or not holders of outstanding Existing Notes should tender their Existing Notes for exchange in the Exchange Offer. Eligible holders must make their own decision as to whether to tender Existing Notes and, if so, the principal amount of the Existing Notes to tender.
The New Notes offered by the Issuers have not been registered under the Securities Act or any state or foreign securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state or foreign securities laws. The Exchange Offer is not being made to holders of Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This press release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any securities, nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.
Additional Information for Holders of Vanguard Common Units
The Exchange Offer is expected to generate taxable income to the holders of Vanguard common units, which will be reflected on each such holder’s Schedule K-1 for 2016.
We make statements in this news release that are considered forward-looking statements within the meaning of the Securities Exchange Act of 1934. These forward-looking statements are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this news release are not guarantees of future performance, and we cannot assure you that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors listed in the “Risk Factors” section in our SEC filings and elsewhere in those filings. All forward-looking statements speak only as of the date of this news release. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise.
About Vanguard Natural Resources, LLC
Vanguard Natural Resources, LLC is a publicly traded limited liability company focused on the acquisition, production and development of oil and natural gas properties. Vanguard’s assets consist primarily of producing and non-producing oil and natural gas reserves located in the Green River Basin in Wyoming, the Arkoma Basin in Arkansas and Oklahoma, the Anadarko Basin in Oklahoma and North Texas, the Permian Basin in West Texas and New Mexico, the Big Horn Basin in Wyoming and Montana, the Piceance Basin in Colorado, the Gulf Coast Basin in Texas, Louisiana, Mississippi and Alabama, the Williston Basin in North Dakota and Montana, the Wind River Basin in Wyoming and the Powder River Basin in Wyoming. More information on Vanguard can be found atwww.vnrllc.com.