HOUSTON, Jan. 21, 2016 (GLOBE NEWSWIRE) — Vanguard Natural Resources, LLC (NASDAQ:VNR) (“Vanguard”) and VNR Finance Corp., a wholly owned subsidiary of Vanguard (“VNR Finance,” and together with Vanguard, the “Issuers”), today provided updated information regarding withdrawal rights in connection with their ongoing private exchange offer (the “Exchange Offer”) to certain eligible holders of their outstanding 7.875% Senior Notes due 2020 (the “Existing Notes”) to exchange Existing Notes for a new issue of 7.0% Senior Secured Second Lien Notes due 2023 (the “New Notes”), subject to the terms and conditions described in the offering memorandum and the letter of transmittal (the “Offering Documents”).
As previously announced, eligible holders who tender their Existing Notes in the Exchange Offer may validly withdraw their tenders at any time prior to 5:00 p.m., New York City time, on January 22, 2016 (as it may be extended, the “Withdrawal Deadline”). If the Issuers elect to extend the Expiration Date (currently February 5, 2016) of the Exchange Offer beyond February 22, 2016, the Withdrawal Deadline will be reinstated until a date prior to the new Expiration Date. However, the Issuers have not made any determination regarding any potential extension of the Expiration Date, and this press release should not be construed as extending any deadlines related to the Exchange Offer.
The Exchange Offer is only being made, and copies of the Offering Documents will only be made available, to holders of the Existing Notes who complete and return an eligibility form confirming that they are (1) “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or (2) not “U.S. persons” and are outside of the United States within the meaning of Regulation S under the Securities Act (such persons, “eligible holders”). Holders who desire to obtain and complete an eligibility form should contact the information agent, D.F. King & Co., Inc., at (877) 283-0317 (toll-free) or (212) 269-5550 (for banks and brokers), or via the following website: http://www.dfking.com/vnr.
Eligible holders are urged to carefully read the Offering Documents in their entirety before making any decision with respect to the Exchange Offer. None of the Issuers, the dealer managers, the information agent and the exchange agent makes any recommendation as to whether or not holders of outstanding Existing Notes should tender their Existing Notes for exchange in the Exchange Offer. Eligible holders must make their own decision as to whether to tender Existing Notes and, if so, the principal amount of the Existing Notes to tender.
The New Notes offered by the Issuers have not been registered under the Securities Act or any state or foreign securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state or foreign securities laws. The Exchange Offer is not being made to holders of Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. This press release does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any securities, nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.
Additional Information for Holders of Vanguard Common Units
The Exchange Offer is expected to generate taxable income to the holders of Vanguard common units, which will be reflected on each such holder’s Schedule K-1 for 2016.