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Published on 11/6/2015 in the Prospect News High Yield Daily.

American Energy returns with downsized $530 million secured notes; pricing Nov. 9 week

By Paul A. Harris

Portland, Ore., Nov. 6 – After being sidelined for a fortnight with a deal it kicked off in mid-October, American Energy – Permian Basin, LLC returned to the primary market with a downsized $530 million offering of five-year senior secured first-lien notes (B2/B) on Friday, according to a market source.

The deal, which is downsized from $560 million, is set to price late in the week ahead.

Goldman Sachs & Co. is the left bookrunner for the Rule 144A and Regulation S for life offering. Jefferies LLC and BofA Merrill Lynch were the joint bookrunners.

Morgan Stanley & Co. LLC, MUFG and Wells Fargo Securities LLC are the co-managers.

The notes come with two years of call protection.

The Oklahoma City-based independent oil and gas company plans to use the proceeds to repay all borrowings currently outstanding under its revolver, the amount of which was $201 million as of Sept. 30, 2015.

Proceeds will also possibly be used to fund the remaining portion of the pending acquisition of Enduring Resources LLC.

Any additional proceeds will be used to fund drilling and completion activities, for infrastructure development and for general corporate purposes.

As reported, on Wednesday American Energy – Permian Basin said it obtained the needed majority of consents for its $295 million 8% senior secured second-lien notes due 2020.

As a result, the issuers executed a supplemental indenture incorporating the proposed amendments to the notes indenture, according to a company notice.

The consent solicitation ended at 5 p.m. ET on Nov. 3, extended from Nov. 2, Oct. 30, Oct. 29 and, before that, from the original deadline of 5 p.m. ET on Oct. 28.

The company also added an amendment on Nov. 3 that would restrict the flexibility for some asset sales.


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