American Energy – Permian again extends consent bid by one more day

By Susanna Moon

Chicago, Nov. 2 – American Energy – Permian Basin, LLC said it again extended the consent solicitation by another day for its 8% senior secured second-lien notes due 2020.

The consent solicitation has been extended until 5 p.m. ET on Nov. 2, according to a company notice.

The solicitation had been set to end at 5 p.m. ET on Oct. 30, pushed back from 5 p.m. ET on Oct. 29 and, before that, from the original deadline of 5 p.m. ET on Oct. 28.

As announced Oct. 26, the amendments would correct 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 notes with new junior-lien debt, as well as to provide the ability to repurchase notes in consideration of new equity interests or under provisions requiring offers to repurchase following a change-of-control or certain asset sales, according to a press release by its affiliate American Energy Partners LP.

In return, the amendments would require the company to enter into additional security arrangements regarding collateral for the notes, including:

• A requirement that at least 90% of the book value of oil and gas properties with no proved reserves be covered by mortgages; and

• A requirement that the company and the guarantors under the note indenture enter into control agreements for some deposit accounts and securities accounts.

The proposed amendments also drop a basket under the note indenture for additional pari passu second-lien debt to $100 million from $200 million.

The issuers expect to execute a supplemental indenture after securing consents for a majority of the notes.

The company is soliciting the consents with joint issuer AEPB Finance Corp.

Global Bondholder Services Corp. (866 470-3800) is the information and tabulation agent. Goldman Sachs & Co. (212 902-6941 or 800 828-3182) is the solicitation agent.

Holders must be of record as of 5 p.m. ET on Oct. 23.

American Energy is an Oklahoma City-based independent oil and gas company.

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