By Toni Weeks
San Luis Obispo, Calif., Nov. 24 – American Energy Permian Holdings LLC, an affiliate of American Energy – Permian Basin LLC and American Energy Partners LP, gave more details on the investors for its downsized $515 million offering of 8% eight-year exchangeable junior subordinated notes, which priced on Nov. 19 at a discount to par of 96, according to a news release.
According to a press release, the notes were offered and will be issued in separate transactions as follows: (i) about $250 million principal amount of notes to qualified institutional buyers in a Rule 144A offering, (ii) about $156 million principal amount of notes to Tall City Exploration LLC, (iii) roughly $26 million principal amount to Aubrey K. McClendon and other members of American Energy – Permian Basin, LLC’s management and (iv) about $83 million principal amount of notes sold to one or more affiliated funds managed by American Energy – Permian Basin sponsors Energy & Minerals Group and First Reserve Management LP.
The notes sold to Tall City will be issued as partial consideration for American Energy – Permian Basin’s $440 million acquisition of some of Tall City’s assets.
The issuance of notes to Tall City and McClendon and other members of the management settled concurrently with the delivery of notes to qualified institutional buyers. The purchase of the notes by the sponsors is expected Dec. 5.
Joint bookrunners are Credit Suisse Securities (USA) LLC, Goldman Sachs & Co., Jefferies & Co. and Morgan Stanley & Co. LLC.
Proceeds will be used to fund the purchase of preferred units in American Energy – Permian Basin LLC. Those proceeds will be used to fund pending acquisitions, to pay related fees and expenses and for general corporate purposes.
The notes are not registered, and further details on the exchangeables that have been priced prior to an initial public offering were not immediately available.
Oklahoma City-based American Energy is involved in onshore U.S. unconventional resource plays.
| Issuer: | American Energy – Permian Holdings LLC
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| Exchange entity: | American Energy – Permian Basin LLC
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| Issue: | Exchangeable junior subordinated notes
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| Amount: | $515 million, downsized from $800 million
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| Maturity: | 2022
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| Bookrunners: | Credit Suisse Securities (USA) LLC, Goldman Sachs & Co., Jefferies & Co., Morgan Stanley & Co. LLC
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| Investors: | Tall City Exploration (for $156 million), Aubrey K. McClendon and other members of American Energy – Permian Basin, LLC management (for $26 million) and one or more affiliated funds managed by sponsors Energy & Minerals Group and First Reserve Management LP (for $83 million)
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| Coupon: | 8%
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| Price: | 96, discount to par
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| Pricing date: | Nov. 19
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| Settlement dates: | Nov. 24, Dec. 5
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| Distribution: | Rule 144A (for about $250 million)
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