Ascent Resources give results of exchange offer, consent solicitation

By Taylor Fox

New York, Oct. 8 – Ascent Resources Utica Holdings, LLC, with its wholly owned subsidiary ARU Finance Corp., announced the final results of its offer to exchange 10% senior notes due 2022 for a combination of new second-lien term loans due Nov. 1, 2025 and new 9% senior notes due 2027, and the related consent solicitation for the notes, according to a press release.

The offer expired at 11:59 p.m. ET on Oct. 7 with $856.7 million, or 92.7%, of the notes validly tendered and not validly withdrawn.

Ascent expects all conditions of the exchange offer and the consent solicitation will be satisfied, and it expects to accept for exchange all old notes validly tendered and not validly withdrawn as of the expiration date.

As previously reported, $924.7 million principal amount of notes are outstanding (Cusip: 04364VAA1).

There were two options for the exchange.

First, $796.1 million, or 86.1%, of eligible lenders (different from eligible noteholders, i.e. banks and institutional lenders) opted to exchange any and all of their old notes for a combination of new second-lien term loans with a maturity date of Nov. 1, 2025 and new 9% senior notes due 2027.

The maximum principal amount of new term loans to be issued under option one is capped at $538 million.

Option one is subject to proration on the loan if the cap is exceeded.

The new term loans will be made under a credit agreement with Wilmington Trust, NA as administrative agent and collateral agent and the lenders of the term loan. Wilmington Trust is also the trustee.

Second, $60.6 million, or 6.6%, of eligible noteholders opted to exchange any and all of their old notes for new notes.

The amount of new debt that will be exchanged according to either option is $1,000 principal amount of new debt per $1,000 principal amount of old notes. The amount is inclusive of a $50 early exchange consideration that will not be paid to tendering noteholders after the early deadline.

Ascent expects to issue $538 million of new term loans and $318.7 million of new notes to participating holders and, following the settlement date, $68 million of old notes will remain outstanding.

Consents

The company received consent to remove substantially all of the restrictive covenants and certain of the default provisions contained in the old indenture.

Settlement is expected for Oct. 13.

D.F. King & Co., Inc is the information agent for the offer (877 732-3614, 212 269-5550; ascent@dfking.com; www.dfking.com/ascentr).

Ascent is an oil and gas exploration and production company based in Oklahoma City.

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