HOUSTON, Oct. 3, 2019 /PRNewswire/ -- American Energy – Permian Basin, LLC (the "Company") announced today that it has satisfied the Minimum Tender Condition of the Company's previously announced offers to purchase (the "Tender Offers") any and all of the outstanding 13.000% Senior Secured First Lien Notes due 2020 (the "First Lien Notes") issued by the Company and its wholly-owned subsidiary, AEPB Finance Corporation, as co-issuer ("AEPB Finance" and, together with the Company, the "Issuers"), any and all of the Issuers' outstanding 8.000% Senior Secured Second Lien Notes due 2020 (the "Second Lien Notes"), and any and all of the Issuers' outstanding Floating Rate Senior Notes due 2019 (the "2019 Notes"), 7.125% Senior Notes due 2020 (the "2020 Notes") and 7.375% Senior Notes due 2021 (the "2021 Notes" and, together with the 2019 Notes and the 2020 Notes, the "Senior Notes" and the Senior Notes, together with the First Lien Notes and the Second Lien Notes, the "Notes") and the related solicitations of consents to certain proposed amendments to the indentures governing the Notes (the "Consent Solicitations") that commenced on August 29, 2019 and that are described in the Confidential Offering Memorandum and Tender Offer, Consent Solicitation and Disclosure Statement, dated August 29, 2019 (the "Offering Memorandum") and the related letter of transmittal. Capitalized terms used but not defined herein have the meanings given to them in the Offering Memorandum.
As of 11:59 p.m. (New York City time) on October 2, 2019, (i) $460 million aggregate principal amount of First Lien Notes, representing 100% of the outstanding principal amount of the First Lien Notes, (ii) $291.652 million aggregate principal amount of Second Lien Notes, representing 100% of the outstanding principal amount of the Second Lien Notes, (iii) $218.380 million aggregate principal amount of the 2019 Notes, representing approximately 95.21% of the outstanding principal amount of the 2019 Notes, (iv) $565.883 million aggregate principal amount of the 2020 Notes, representing approximately 95.43% of the outstanding principal amount of the 2020 Notes, and (v) $517.031 million aggregate principal amount of the 2021 Notes, representing approximately 98.28% of the outstanding principal amount of the 2021 Notes, have been validly tendered and not validly withdrawn pursuant to the Tender Offers and the related consents delivered pursuant to the Consent Solicitation. Given that greater than 95% of each series of Notes has been tendered and not validly withdrawn, the Minimum Tender Condition has been satisfied.
The Company also announced that it has elected to extend the Expiration Time of the Tender Offers in order to satisfy the remaining conditions to the consummation of the Out-of-Court Restructuring (as described in the Offering Memorandum). The Expiration Time is extended from 11:59 p.m. (New York City time) on October 2, 2019 to 5:00 p.m. (New York City time) on October 11, 2019. The Company expects to consummate the Tender Offers and the Out-of-Court Restructuring promptly after the Expiration Time.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. Prime Clerk LLC is acting as the tender agent and information agent for the Tender Offers and voting agent for the solicitation of votes on the Prepackaged Plan. Requests for the offering documents may be directed to Prime Clerk at (844) 627-8453 (toll free within the U.S. and Canada), +1 (929) 602-1722 (toll outside the U.S. and Canada), or by email to aepbballots@primeclerk.com.
About American Energy – Permian Basin, LLC
American Energy – Permian Basin, LLC is an independent oil and natural gas company focused on the acquisition, development and production of unconventional oil and natural gas reserves in the Wolfcamp Shale play in the Southern Midland Basin within the Permian Basin of West Texas.
About Sable Permian Resources, LLC
Sable Permian Resources, LLC is an independent oil and natural gas company focused on the acquisition, development and production of unconventional oil and natural gas reserves in the Wolfcamp Shale play in the Southern Midland Basin within the Permian Basin of West Texas. Sable Permian Resources, LLC is the parent entity of American Energy – Permian Basin, LLC and operates on its behalf.
Forward-Looking Statements
The information in this press release includes "forward-looking statements." All statements, other than statements of historical fact included in this press release, regarding the Company's strategy, future operations, financial position, estimated revenues and losses, projected production, projected costs, prospects, plans and objectives of management, are forward-looking statements. When used in this press release, the words "could," "believe," "anticipate," "intend," "estimate," "expect," "guidance," "forecast" 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 the Company's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. These forward-looking statements are based on management's current beliefs, based on currently available information, as to the outcome and timing of future events, which may differ from actual outcomes. While the Company makes these statements and projections in good faith, neither the Company nor the Company's management can guarantee that anticipated future results will be achieved. The Company assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by the Company, whether as a result of new information, future events, or otherwise.
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SOURCE American Energy - Permian Basin, LLC
