Rex Energy Corporation Announces Extension of and Amendment to Offer to Exchange Outstanding 8.875% Senior Notes due 2020 and 6.250% Senior Notes due 2022 for New Senior Secured Second Lien Notes and Shares of Common Stock
STATE COLLEGE, Pa., March 14, 2016 (GLOBE NEWSWIRE) -- Rex Energy Corporation (the “Company”) (Nasdaq:REXX) announced today that it has extended and amended its previously announced exchange offer and consent solicitation related to the Company’s outstanding 8.875% Senior Notes due 2020 (the “2020 Notes”) and 6.250% Senior Notes due 2022 (the “2022 Notes” and, together with the 2020 Notes, the “Existing Notes”). Under the amended terms, the Company is offering to exchange (the “Exchange Offer”) any and all of the Existing Notes held by eligible holders for up to (i) $675,000,000 aggregate principal amount of the Company’s new Senior Secured Second Lien Notes (the “New Notes”) and (ii) 10,125,000 shares of the Company’s common stock (the “Shares”), upon the terms and subject to the conditions set forth in the Company’s Confidential Offering Memorandum and Consent Solicitation Statement (the “Offering Memorandum”), dated February 3, 2016, as supplemented by the Supplement to the Offering Memorandum dated March 14, 2016 (the “Supplement”), and the related revised Letter of Transmittal, dated March 14, 2016. Concurrently with the Exchange Offer, the Company is soliciting consents (the “Consent Solicitation”) from eligible holders to proposed amendments to the indentures governing the Existing Notes that would eliminate certain restrictive covenants. As a result of the extension, the Exchange Offer and Consent Solicitation is now set to expire at 9:00 a.m., New York City time, on March 29, 2016 (the “Extended Expiration Time”), unless further extended. The Exchange Offer and Consent Solicitation was originally set to expire at 9:00 a.m., New York City time, on March 3, 2016 (the “Original Expiration Time”). The Company has made the following further amendments to the terms of the Exchange Offer:
Exchange Consideration.
Securities
CUSIP Number/ISIN
Principal Amount Outstanding
Exchange Consideration(1)
8.875% Senior Notes due 2020
761565 AB6/ US761565AB68
$
350,000,000
$
1000
and 15 shares of common stock
6.250% Senior Notes due 2022
761565 AD2/ US761565AD25
$
325,000,000
$
1000
and 15 shares of common stock
(1) For each $1,000 principal amount of Existing Notes and excluding accrued and unpaid interest, which will be paid in cash in addition to the Exchange Consideration.
In exchange for each $1,000 principal amount of the 2020 Notes or 2022 Notes that are validly tendered at or before the Expiration Time (and not validly withdrawn) and are accepted for exchange by the Company, Eligible Holders (as defined below) will receive $1,000 in principal amount of the New Notes and 15 Shares; provided, however, that Eligible Holders may elect to receive an additional $7.50 in New Notes for each $1,000 principal amount of the 2020 Notes or 2022 Notes in lieu of the 15 Shares (which would result in the issuance of an additional $5.1 million of New Notes assuming all holders of Existing Notes tender and elect to receive additional New Notes in lieu of Shares). Holders who have validly tendered Existing Notes prior to the Original Expiration Time will be deemed to have elected to receive Shares and do not need to re-execute or re-submit a Letter of Transmittal. Such holders who wish to receive additional New Notes in lieu of Shares must withdraw their tendered Existing Notes and submit the revised Letter of Transmittal dated March 14, 2016 indicating their election. Tendering holders who do not elect to receive additional New Notes or who submit the original Letter of Transmittal dated February 3, 2016 will be deemed to have elected to receive Shares. Tendering holders will receive the Exchange Consideration described above regardless of when they tendered their Existing Notes. Consequently, there is no Early Tender Deadline and no Early Tender Premium will be paid to any tendering holders.
Accrued and Unpaid Interest. Accrued and unpaid interest with respect to the Existing Notes tendered and accepted for exchange will be paid in cash on the Settlement Date (as defined below) rather than in additional New Notes.
Maturity. The New Notes will mature on October 1, 2020; provided, however, that if greater than 85% of the Existing Notes are tendered at or prior to the Expiration Time, the New Notes will mature on October 1, 2021.
Interest Rate. The New Notes will bear interest at a rate of 0.0% per annum for the first three interest payments after issuance and 8.0% per annum payable in cash thereafter; provided, however, that if greater than 85% of the Existing Notes are tendered at or prior to the Expiration Time, the New Notes will bear interest at a rate of 1.0% per annum payable in cash for the first three interest payments after issuance and 8.0% per annum payable in cash thereafter.
Interest Payment Dates. Interest on the New Notes will be payable in cash semi-annually in arrears on April 1 and October 1 of each year, beginning April 1, 2018; provided, however, that if more than 85% of the Existing Notes are tendered at or prior to the Expiration Time, the first interest payment date will be October 1, 2016. The Company will make each interest payment to the holders of record of the New Notes on the immediately preceding March 15 and September 15.
In addition, the Company has made certain amendments to the covenants and optional redemption provisions as described in the Supplement. Except as set forth herein and in the Supplement, all of the other terms of the Exchange Offer and Consent Solicitation set forth in the Offering Memorandum remain unchanged. As of this date, tenders of approximately $137,837,000 aggregate principal amount, or 39.38%, of the 2020 Notes and tenders of approximately $129,849,000 aggregate principal amount, or 39.95%, of the 2022 Notes have been received pursuant to the Exchange Offer. The settlement date (the “Settlement Date”) will occur promptly after the Extended Expiration Date, subject to all conditions to the Exchange Offer and Consent Solicitation having been satisfied or waived by the Company. Tenders of Existing Notes pursuant to the Exchange Offer may be validly withdrawn at any time on or prior to the Extended Expiration Time, whether such Existing Notes were tendered before or after the Original Expiration Time.
The Exchange Offer and Consent Solicitation is only made, and the Offering Memorandum, as supplemented, and other documents relating to the Exchange Offer and Consent Solicitation will only be distributed to, holders who complete and return an eligibility form confirming that they are (i) “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (“Securities Act”), or (ii) outside the United States and persons other than “U.S. persons” as defined in Rule 902 under the Securities Act (such persons, “Eligible Holders”). Holders who desire to obtain and complete an eligibility form should contact the information agent for the Exchange Offer and Consent Solicitation, D.F. King & Co., Inc., toll-free at (866) 387-9392 or (212) 269-5550 (for banks and brokers), or via the following website: www.dfking.com/rexx.
The Company is making the Exchange Offer and Consent Solicitation only to Eligible Holders through, and pursuant to, the terms of the Offering Memorandum, as supplemented, and related revised Letter of Transmittal. None of Company, the dealer managers, the information agent, the exchange agent, the trustee with respect to the Existing Notes or the trustee with respect to the New Notes or any affiliate of them makes any recommendation as to whether Eligible Holders should tender or refrain from tendering all or any portion of the principal amount of such Eligible Holder’s Existing Notes for New Notes and Shares in the Exchange Offer. Eligible Holders must make their own decision as to whether to tender Existing Notes in the Exchange Offer and, if so, the principal amount of Existing Notes to tender. The Exchange Offer and Consent Solicitation 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.
The New Notes and Shares to be offered have not been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any of these securities, in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Rex Energy Corporation
Headquartered in State College, Pennsylvania, Rex Energy is an independent oil and gas exploration and production company operating in the Appalachian and Illinois Basins within the United States. The company's strategy is to pursue its higher potential exploration drilling prospects while acquiring oil and natural gas properties complementary to its portfolio.
Forward-Looking Statements
This release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. Forward-looking statements are based on current beliefs and expectations and involve certain assumptions or estimates that involve various risks and uncertainties, such as financial market conditions, changes in commodities prices and the other risks discussed in detail in the Company's Annual Report on Form 10-K for the year ended December 31, 2014 and other subsequent filings with the Securities and Exchange Commission. Readers should not place undue reliance on any such forward-looking statements, which are made only as of the date hereof. Rex Energy has no duty, and assumes no obligation, to update forward-looking statements as a result of new information, future events or changes in the Company's expectations.
