HOUSTON, Feb. 08, 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 announced the expiration and final results of their 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 of the Issuers dated January 8, 2016 and the related letter of transmittal (together, the “Offering Documents”).
The Exchange Offer expired at 11:59 p.m., New York City time, on February 5, 2016 (the “Expiration Date”). As of the Expiration Date, $168,170,000 in aggregate principal amount of the Existing Notes, representing approximately 30.6% of the outstanding principal amount of the Existing Notes, had been validly tendered and not validly withdrawn pursuant to the Exchange Offer. The Issuers expect to accept all of such Existing Notes for exchange.
Based on information from D.F. King & Co., Inc., the exchange agent and information agent for the Exchange Offer, the following table sets forth additional details regarding the aggregate principal amount of the Existing Notes that were validly tendered and not validly withdrawn prior to the Expiration Date:
Prior to the
Prior to Early
Tender Date (1)
After Early Tender
Amount Tendered in
|92205C AA1||7.875% Senior Notes due 2020||$||550,000,000||$||167,685,000||$||485,000||$||168,170,000|
(1) Eligible holders who validly tendered and did not validly withdraw their Existing Notes prior to 5:00 p.m., New York City time, on January 22, 2016 (the “Early Tender Date”), and whose tenders are accepted for exchange by the Issuers, will receive $450 in principal amount of New Notes for each $1,000 in principal amount of Existing Notes tendered in the Exchange Offer.
(2) Eligible holders who validly tendered after the Early Tender Date, but before the Expiration Date, and whose tenders are accepted for exchange by the Issuers, will receive $400 in principal amount of New Notes for each $1,000 principal amount of Existing Notes tendered in the Exchange Offer.
The settlement date for the Exchange Offer is expected to be February 10, 2016 (the “Settlement Date”). On the Settlement Date, the Issuers expect to issue $75,634,000 in aggregate principal amount of New Notes to the former holders of Existing Notes who participated in the Exchange Offer. On the Settlement Date, the Issuers will pay accrued and unpaid interest on the Existing Notes accepted in the Exchange Offer from the last interest payment date to, but excluding, the Settlement Date. Interest on the New Notes will accrue from the Settlement Date.
The consummation of the Exchange Offer is subject to the satisfaction or waiver of certain conditions, including, among others, entry into a security agreement and intercreditor agreement whereby the New Notes and related guarantees will be secured by a second-priority lien on the assets of the Issuers and certain of their material subsidiaries.
The Exchange Offer was only made, and copies of the Offering Documents were only made available, to holders of the Existing Notes who completed and returned 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”).
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 was not 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.