American Energy – Woodford: Holders exchange nearly 96% of 9% notes for 12% notes in offer so far

By Toni Weeks

San Luis Obispo, Calif., June 8 – American Energy – Woodford, LLC announced that it received tenders for about $336 million, or 95.99%, of its existing 9% senior notes due 2022 by 5 p.m. ET on June 8, the early participation deadline for the company’s exchange offer and consent solicitation that began on May 26.

The company is offering new 12% second-lien notes due 2020 for its existing 9% senior notes. It 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 the early participation deadline.

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 also solicited 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.

Based on the strong participation in the tender offer prior to the early participation deadline, the company received the requisite consents to amend the indenture of the existing notes.

Consents may no longer be revoked, and tendered notes may not be withdrawn from the exchange offer, as of the early deadline.

Completion of the exchange and consent solicitation is subject to conditions including the receipt of consents from holders of 85% of the existing notes and the tender of at least 85% of the existing notes, both of which have been satisfied. It is also contingent on 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.

The company said on May 27 that it has a commitment from MUFG Union Bank, NA for a new revolver with an initial borrowing base of $140 million.

In addition, board approval, including support of the largest equity sponsor, was given for the additional equity in May.

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.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.