Finance & Investing | Capital Markets | Private Equity Activity

American Energy - Woodford Finalizes Private Offering

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American Energy – Woodford, LLC (AEW), an affiliate of American Energy Partners, LP, today announced the expiration and final results of its private offer to exchange any and all of its outstanding 9.00% Senior Notes due 2022 held by eligible holders for its new 12.00% Second Lien notes due 2020.

The Exchange Offer expired at 11:59 p.m. New York City time on June 22, 2015. As of the Expiration Date $339.7 million in aggregate principal amount of the Existing Notes, representing approximately 97.06% of the outstanding principal amount of the Existing Notes, were validly tendered (and not validly withdrawn) pursuant to the Exchange Offer. AEW has accepted for exchange all of the Existing Notes that were validly tendered and not validly withdrawn, and will issue approximately $237.6 million in aggregate principal amount of the New Notes in exchange for Existing Notes. Immediately following the settlement of the New Notes and the cancellation of the validly tendered and accepted Existing Notes, which is expected to occur on June 24, 2015, $10.3 million in aggregate principal amount of the Existing Notes will remain outstanding.

In exchange for each $1,000 principal amount of Existing Notes validly tendered (and not validly withdrawn) as of 5:00 p.m. New York City time on June 8, 2015 (the "Early Participation Deadline"), each eligible holder will receive total exchange consideration consisting of $700 principal amount of the New Notes (the "Early Participation Consideration"). The Early Participation Consideration includes the early participation premium, which consists of $50 principal amount of New Notes. In exchange for each $1,000 principal amount of Existing Notes validly tendered after the Early Participation Deadline, but before the Expiration Date, each eligible holder will receive total exchange consideration consisting of $650 principal amount of New Notes. In addition, holders who validly tendered (and did not validly withdraw) their Existing Notes at or prior to the Expiration Date will receive, in respect of their Existing Notes that are accepted for exchange, accrued and unpaid interest up to, but not including, the Settlement Date.

As part of the Exchange Offer, AEW also received the requisite consents to amend the indenture under which the Existing Notes were issued from eligible holders of the Existing Notes, to among other things, eliminate or amend substantially all of the restrictive covenants and reporting requirements, and modify certain events of default and various other provisions contained in the Existing Indenture.

AEW's consummation of the Exchange Offer and Consent Solicitation is subject to, and conditioned upon, the satisfaction or waiver of certain conditions, including, among other things: (i) entry into a new revolving credit facility with an initial borrowing base of at least $140 million, (ii) receipt of at least $100 million in equity contributions from its sponsors; and (iii) entry into a security agreement and related intercreditor agreement whereby the New Notes and related guarantees will be secured by a second-priority lien. AEW expects to meet these conditions on the Settlement Date and is in the process of finalizing a new revolving credit facility, fully underwritten by MUFG Union Bank, N.A., with an initial borrowing base of $140 million and has called, and is in the process of funding $100 million of additional equity from its sponsors.