American Energy - Permian Basin, LLC Announces Further Extension of Previously Announced Private Exchange Offers for Any and All of Its Outstanding First Lien Notes Due 2020, Second Lien Notes Due 2020, and Senior Notes Due 2019, 2020 and 2021 and Related Consent Solicitations

Source Press Release
Company Sable Permian Resources Holdings, LLC 
Tags Debt Financing, Financing
Date July 16, 2019

American Energy – Permian Basin, LLC (the "Company") announced today that it and its wholly-owned subsidiary, AEPB Finance Corporation, as co-issuer ("AEPB Finance" and, together with the Company, the "Issuers"), have elected to further extend the Expiration Time (as defined below) of the Issuers' previously announced (i) private offers to exchange (the "Exchange Offers") any and all of the Issuers' outstanding 13.000% SeniorSecured First Lien Notes due 2020 (the "Existing First Lien Notes") for the Issuers' new 13.000% Senior Secured First Lien Notes due 2023 (the "New First Lien Notes"), any and all of the Issuers' outstanding 8.000% Senior Secured Second Lien Notes due 2020 (the "Existing Second Lien Notes") for the Issuers' new 10.000% Senior Secured Second Lien Notes due 2023 (the "New Second Lien Notes"), and any and all of the Issuers' outstanding Floating Rate SeniorNotes due 2019 (the "Existing 2019 Notes"), 7.125% Senior Notes due 2020 (the "Existing 2020 Notes") and 7.375% Senior Notes due 2021 (the "Existing 2021 Notes" and, together with the Existing 2019 Notes and the Existing 2020 Notes, the "Existing Senior Notes" and the Existing Senior Notes, together with the Existing First Lien Notes and the Existing Second Lien Notes, the "Old Notes") for the Issuers' new 10.000%/12.000% Senior Secured Third Lien PIK Toggle Notes due 2024 (the "New PIK Toggle Third Lien Notes" and, together with the New First Lien Notes and the New Second Lien Notes, the "New Notes"), and (ii) related solicitations (the "Consent Solicitations") of consents from Eligible Holders (as defined below) to certain amendments to the indentures governing the Old Notes (the "Existing Indentures") to eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions contained in the Existing Indentures and, in the case of the indentures governing the Existing First Lien Notes and the Existing Second Lien Notes, release the liens on all of the collateral securing the Existing First Lien Notes and the Existing Second Lien Notes.  The Expiration Time is further extended from 12:00 midnight (New York City time) at the end of the day on July 15, 2019 to 12:00 midnight (New York City time) at the end of the day on July 26, 2019 (as such date and time may be extended, the "Expiration Time").  Capitalized terms used but not defined herein have the meanings given to them in the offering memorandum and consent solicitation statement dated May 3, 2019(as it was amended and restated on May 6, 2019 and amended by the press releases of the Company dated May 17, 2019, May 22, 2019, May 24, 2019, May 31, 2019, June 20, 2019, June 24, 2019, June 27, 2019, July 1, 2019 and July 9, 2019, the "Offering Memorandum") and the related consent and letter of transmittal, dated as of May 3, 2019.

The Company continues to engage in discussions with certain holders of Old Notes (the "Significant Noteholders").  The Company expects, but cannot guarantee, that the Significant Noteholders will enter into a support agreement and consent (a "Support Agreement") with the Company, whereby the Significant Noteholders will agree to tender all of their Old Notes in the Exchange Offers and consent to the proposed amendments in the Consent Solicitations, subject to certain terms and conditions.

Except as described in this press release, all other terms of the Exchange Offers and the Consent Solicitations, remain unchanged.

As of 5:00 p.m. (New York City time) on July 15, 2019, approximately 8.29% of the aggregate principal amount of the Old Notes were validly tendered and not withdrawn, including $62,858,000 aggregate principal amount (or 13.66% of the outstanding amount) of Existing First Lien Notes validly tendered and not withdrawn, $13,742,000 aggregate principal amount (or 4.71% of the outstanding amount) of Existing Second Lien Notes validly tendered and not withdrawn and $97,404,000 aggregate principal amount (or 7.22% of the outstanding amount) of Existing Senior Notes validly tendered and not withdrawn.

General

The offer and issuance of the New Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. The New Notes are being offered and issued only (1) to holders of the Old Notes that are "qualified institutional buyers" as defined in Rule 144A under the Securities Act, and (2) outside the United States to holders of the Old Notes that are (i) not U.S. persons in reliance upon Regulation S under the Securities Act and (ii) "non-U.S. qualified offerees" as defined in the Offering Memorandum (each such holder, an "Eligible Holder"). Accordingly, the New Notes will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. The offering documents will be distributed only to holders of the Old Notes that complete and return a letter of eligibility at  confirming that they are Eligible Holders for the purposes of the Exchange Offers. D.F. King & Co., Inc. is acting as the Exchange Agent and Information Agent for the Exchange Offers. Requests for the offering documents from Eligible Holders may be directed to D.F. King & Co., Inc. at (212) 269-5550 (for brokers and banks), (800) 549-6697 (for all others), or by email to aepb@dfking.com.

Neither the Issuers, their respective governing boards nor any other person makes any recommendation as to whether the holders of the Old Notes should exchange their Old Notes, and no one has been authorized to make such a recommendation. Holders of the Old Notes must make their own decisions as to whether to exchange their Old Notes, and if they decide to do so, the principal amount of the Old Notes to exchange.

Source: EvaluateEnergy® ©2019 EvaluateEnergy Ltd