MIDLAND, Texas, Dec. 7, 2017 /PRNewswire/ — Endeavor Energy Resources, L.P. (“Endeavor” or the “Company”) today announced that it and its wholly-owned subsidiary, EER Finance, Inc. (together with the Company, the “Issuers”), closed a private offering (the “Offering”) to eligible purchasers under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”), of $500 million aggregate principal amount of 5.500% senior unsecured notes due 2026 (the “2026 Notes”) and $500 million aggregate principal amount of 5.750% senior unsecured notes due 2028 (the “2028 Notes” and together with the 2026 Notes, the “Notes”). The 2026 Notes and the 2028 Notes will mature on January 30, 2026 and January 30, 2028, respectively. The Notes are guaranteed by certain of Endeavor’s subsidiaries. Interest on the Notes is payable semi-annually.
The net proceeds of the Offering, after deducting initial purchasers’ discounts and estimated offering expenses, were approximately $988 million. Approximately $658 million of the net proceeds were used to fund Endeavor’s previously announced tender offers (the “Tender Offers”) for its 7.000% senior notes due 2021 (the “2021 Notes”) and 8.125% senior notes due 2023 (the “2023 Notes”) pursuant to the Offer to Purchase dated November 28, 2017 (the “Offer to Purchase”) and to pay fees and expenses in connection therewith. As discussed below, remaining net proceeds will be used to redeem outstanding 2021 Notes and 2023 Notes that were not tendered in the Tender Offers and for general partnership purposes.
Endeavor also announced today it accepted for purchase $390,632,000 principal amount of its 2021 Notes and $222,609,000 principal amount of its 2023 Notes which were validly tendered pursuant to the Tender Offers. In accordance with the terms of the Offer to Purchase, Endeavor made payments in cash of $1,038.80 per $1,000 principal amount of 2021 Notes validly tendered and $1,076.50 per $1,000 principal amount of 2023 Notes validly tendered, plus accrued and unpaid interest to, but not including, the settlement date (December 7, 2017).
Endeavor also announced today that it has notified U.S. Bank National Association, as trustee under the indentures relating to the 2021 Notes and 2023 Notes, of its intention to redeem all remaining 2021 Notes and 2023 Notes that were not tendered in the Tender Offers. The remaining 2021 Notes and 2023 Notes will be redeemed on January 6, 2018 (the “Redemption Date”). The redemption price of any 2021 Notes to be redeemed is 103.500% of the principal amount thereof, plus accrued and unpaid interest to the Redemption Date. The redemption price of any 2023 Notes to be redeemed is equal to 100% of principal plus a make whole premium, plus accrued and unpaid interest to the Redemption Date.
The Notes have not been, and will not be, registered under the Securities Act, or under the securities laws of any other jurisdiction. The Notes were offered in the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and outside the United States in reliance on Regulation S under the Securities Act and may not be offered, sold, pledged or otherwise transferred within the United States, or to or for the account of U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable laws of any other jurisdiction.
This press release is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the Notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful. The Tender Offers were made only pursuant to the Offer to Purchase and only in such jurisdictions as permitted under applicable law. This press release does not constitute a notice of redemption under the optional redemption provisions of the indentures relating to the 2021 Notes and 2023 Notes.
Goldman Sachs & Co. LLC and MUFG Securities Americas Inc. acted as joint dealer managers for the Tender Offers. The information agent and tender agent for the Tender Offers was D.F. King & Co., Inc. Request for documents relating to the Tender Offers may be directed to D.F. King & Co., Inc. at (866) 796-6867 (toll free) or by e-mail at firstname.lastname@example.org. Questions regarding the Tender Offers should be directed to Goldman Sachs & Co. LLC at (800) 828-3182.