HOUSTON, Dec. 11, 2017 /PRNewswire/ — EP Energy LLC (“EP Energy”), a wholly-owned subsidiary of EP Energy Corporation (NYSE: EPE), today announced that it has further extended the early tender time until 5:00 p.m., New York City time, on December 13, 2017 (the “Extended Early Tender Time”), with respect to its previously-announced exchange offers (the “Exchange Offers”) and consent solicitations (the “Consent Solicitations”) that it and its wholly-owned subsidiary, Everest Acquisition Finance Inc., as co-issuer (together with EP Energy, the “Issuers”), launched on November 20, 2017 to exchange up to $1.2 billion aggregate principal amount (subject to change, the “Maximum Exchange Amount”) of new 9.375% Senior Secured Notes due 2024 (the “New Notes”) for the Issuers’ outstanding Senior Notes (collectively, the “Old Notes”) as described in the confidential offering memorandum and consent solicitation statement, dated November 20, 2017 (the “Offering Memorandum”). The deadline to validly withdraw tenders of Old Notes expired at 5:00 p.m., New York City time, on December 4, 2017 (the “Withdrawal Deadline”).
Holders of the Old Notes that validly tender their Old Notes prior to the Extended Early Tender Time will still be entitled to the Total Consideration (as defined in the Offering Memorandum) on the previously-announced terms and conditions of the Exchange Offers and Consent Solicitations. Except as set forth herein, the complete terms and conditions of the Exchange Offers and Consent Solicitations remain the same as set forth and detailed in the Offering Memorandum, copies of which were previously distributed to eligible holders of the Old Notes.
The Issuers may terminate, withdraw or amend the Exchange Offers and Consent Solicitations, either as a whole, or with respect to one or more series of Old Notes, at any time and for any reason, including based on the acceptance rate and outcome of the Exchange Offers or if any of the conditions described in the Offering Memorandum are not satisfied, subject to applicable law.
The 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) in the United States 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 not U.S. persons in reliance upon Regulation S under the Securities Act. 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.