American Energy – Woodford offers 12% second-lien notes for 9% notes

New York, May 27 – American Energy – Woodford, LLC announced it has begun an exchange in which it is offering new 12% second-lien notes due 2020 for its existing 9% senior notes due 2022.

The company will issue $700.00 principal amount of the new notes for each $1,000 principal amount of the existing notes that are tendered.

Included in this amount is an early participation consideration of $50.00 principal amount of new notes per $1,000 of existing notes that will only be paid to those who tender their notes by 5 p.m. ET on June 8.

Those who tender after the early date will receive $650.00 of new notes per $1,000 principal amount.

The exchange ends at 11:59 p.m. ET on June 22.

American Energy – Woodford is also soliciting consents to amend the indenture of the existing notes. The proposed changes will eliminate or amend substantially all of the restrictive covenants and reporting requirements, and modify certain events of default and various other provisions.

Consents may not be delivered without tenders and tenders may not be made without delivering consents.

Completion of the exchange and consent solicitation is subject to conditions including the receipt of consents from holders of 85% of the existing notes, the tender of at least 85% of the existing notes, the company entering into a new $140 million revolving credit facility, receipt of $100 million in equity contributions from American Energy – Woodford’s sponsors and entry into an intercreditor agreement.

American Energy – Woodford said that holders of more than a majority of the existing notes have agreed to tender their notes and deliver consents.

The company also has a commitment from MUFG Union Bank, NA for a new revolver with an initial borrowing base of $140 million.

Board approval, including support of the largest equity sponsor, has been given for the additional equity.

The offer is being conducted under Rule 144A and Regulation S.

Mitsubishi UFJ Securities (USA), Inc., Credit Suisse and Morgan Stanley are dealer managers.

Global Bondholder Services Corp. (212 430-3774 or 866 924-2200) is exchange agent, solicitation agent and information agent.

American Energy – Woodford, based in Oklahoma City, is an oil and natural gas company focused on the Woodford and Mississippi Lime plays in northern Oklahoma. It is affiliated with American Energy Partners, LP, a company founded by Aubrey K. McClendon.

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