OKLAHOMA CITY, Okla., Oct. 26, 2015 (GLOBE NEWSWIRE) -- American Energy – Permian Basin, LLC ("AEPB" or "the Company"), an affiliate of American Energy Partners, LP, announced today that it and AEPB Finance Corporation ("Finance Corp.", and together with the Company, the "Issuers") are soliciting consents ("Consent Solicitation") from holders of the Issuers' outstanding 8.000% Senior Secured Second Lien Notes due 2020 (the "Notes") to approve amendments (the "Proposed Amendments") to the indenture governing the Notes (the "Indenture").
The Proposed Amendments correct certain cross-references in the definition of "Junior Lien Debt" to make clear the intention of the parties to provide the Issuers the ability to exchange Existing Unsecured Notes with new Junior Lien Debt, as well as to provide the ability to repurchase Existing Unsecured Notes in consideration of new Equity Interests or pursuant to provisions requiring offers to repurchase following a change or control or certain asset sales.In consideration, the Proposed Amendments require AEPB to enter into additional security arrangements regarding collateral for the Notes, including (a) a requirement that at least 90% of the book value of oil and gas properties with no proved reserves be covered by mortgages and (b) a requirement that AEPB and the guarantors under the Indenture enter into control agreements with respect to certain deposit accounts and securities accounts. The Proposed Amendments also decrease a basket under the Indenture for additional pari passu second lien indebtedness from $200 million to $100 million.
The Issuers anticipate that, promptly after receipt of valid consents in respect of a majority in aggregate principal amount of the Notes (such consents, the "Requisite Consents") and prior to the Expiration Time (as defined below), the Issuers and Wilmington Trust, National Association, as trustee, will execute and deliver a supplemental indenture with respect to the Indenture (the "Supplemental Indenture"), which will become effective upon its execution and delivery (the "Effective Time").
The Consent Solicitation will expire at 5:00 p.m., New York City time, on October 28, 2015 (such date and time, as the same may be extended by the Issuers from time to time, the "Expiration Time"). Only holders of record of the Notes (or participants in The Depository Trust Company acting under an omnibus proxy) as of 5:00 p.m., New York City time, on October 23, 2015, are eligible to deliver consents to the Proposed Amendments in the Consent Solicitation.
Holders of Notes for which no consent is delivered prior to the Expiration Time will be bound by the Supplemental Indenture if the Effective Time occurs.
The Consent Solicitation is being made solely on the terms and subject to the conditions set forth in the consent solicitation statement dated October 26, 2015, as the same may be amended or supplemented from time to time (the "Consent Solicitation Statement"), and the accompanying consent letter. The Issuers may, in their sole discretion, terminate, extend or amend the Consent Solicitation at any time as described in the Consent Solicitation Statement.
Copies of the Consent Solicitation Statement, the consent letter and other related documents may be obtained from Global Bondholder Services Corporation, the Information and Tabulation Agent, at (866) 470-3800 (toll free). Holders of the Notes are urged to review the Consent Solicitation Statement and the consent letter for the detailed terms of the Consent Solicitation and the procedures for consenting to the Proposed Amendments. Any persons with questions regarding the Consent Solicitation should contact the Solicitation Agent, Goldman, Sachs & Co., at (212) 902-6941 (collect) or (800) 828-3182 (toll free).
This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. This announcement is also not a solicitation of consents with respect to the Proposed Amendments or any securities. No recommendation is being made as to whether holders of Notes should consent to the Proposed Amendments. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or "blue sky" laws.
Statements in this release relating to the Company's expectations regarding the Consent Solicitation are forward-looking information and are subject to various risks and uncertainties that could cause actual results to vary materially from those stated. Forward-looking statements are based on currently available information. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict.
Among other risks and uncertainties, there can be no guarantee that the Consent Solicitation will be completed, or if completed, the time frame in which it will be completed. The Consent Solicitation is subject to the satisfaction of certain conditions contained in the Consent Solicitation Statement.
The Company has based its forward-looking statements, including statements made regarding the Consent Solicitation, the expected timetable for completing the Consent Solicitation and other statements, on its management's beliefs and assumptions based on information available to management at the time the statements are made. The Company cautions you that actual outcomes and results may differ materially from what is expressed, implied, or forecast by its forward-looking statements. Except as required under the federal securities laws, the Company does not have any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events, changes in assumptions, or otherwise.
CONTACT: Steve Lipin (212) 333-3810 email@example.comSource:American Energy Partners LP