Ascent Resources begins partial tender offer on 9% notes due 2027

By Taylor Fox

New York, Oct. 21 – Ascent Resources Utica Holdings, LLC and wholly owned subsidiary ARU Finance Corp. began a modified Dutch auction tender offer for up to $60 million of their $348,261,000 outstanding 9% senior notes due 2027 (Cusip: 0436VAK9), according to a news release.

The offer is being made through some affiliates of The Energy & Minerals Group, First Reserve Management, LP, Riverstone Holdings LLC and some other entities.

Holders must validly tender their notes at or prior to the 5 p.m. ET Nov. 2 early tender date in order to receive the total consideration, which includes a $50 early tender payment per $1,000 principal amount.

The company will also pay accrued interest to but excluding the applicable settlement date.

The total consideration or the tender offer consideration, as applicable, and the accrued interest will not exceed the tender cap.

The offer is being conducted as a modified Dutch auction, and holders who elect to participate may specify the price they would be willing to receive in exchange for each $1,000 of notes tendered in the offer.

The price specified must be in increments of $2.50 and must be within a range of $800 to $850 per $1,000 of notes.

Holders who do not specify a price will be deemed to have specified a price equal to the minimum offer price in respect of notes tendered and to accept the clearing price determined by the offerors.

Tenders of notes for which a price is specified in excess of the maximum offer price will not be accepted and will not be used for the purpose of determining the clearing price.

Tenders of notes for which a price is specified other than in whole increments of $2.50 will be rounded down to the nearest $2.50 increment.

Notes will be accepted in the order of the lowest to the highest tender prices specified.

Following the early tender date, the offerors will select the lowest price per $1,000 of notes to enable the purchase of notes that would result in an aggregate payment amount equal to the tender cap as the clearing price.

If the offer is not fully subscribed as of the early tender date, all notes validly tendered at or prior to the early tender date may be accepted without proration.

Notes tendered may be validly withdrawn at any time at or prior to the early tender deadline.

The offer will expire at 11:59 p.m. ET Nov. 17, unless otherwise extended.

The early settlement date is expected for Nov. 4, and final settlement is expected to occur on Nov. 19.

D.F. King & Co., Inc. (877 732-3614, 212 269-5550) is the tender and information agent.

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

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