HOUSTON, Dec. 20, 2017 /PRNewswire/ — EP Energy LLC (“EP Energy”), a wholly-owned subsidiary of EP Energy Corporation (NYSE: EPE), today announced the early tender results as of 5:00 p.m. New York City time on December 19, 2017 (the “Early Tender Time”) of the previously-announced exchange offers (“Exchange Offers”) and consent solicitations (“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 and amended on December 13, 2017 and December 15, 2017 to exchange up to $1.2 billion aggregate principal amount of new 9.375% Senior Secured Notes due 2024 (the “New Notes”) and cash for the Issuers’ (i) 9.375% senior notes due 2020 (the “2020 Notes”), (ii) 7.75% senior notes due 2022 (the “2022 Notes”) and/or (iii) 6.375% senior notes due 2023 (the “2023 Notes” and together with the 2020 Notes and the 2022 Notes, the “Old Notes”).
According to information provided by D.F. King & Co., Inc., as of the Early Tender Time (i) $891,608,000 in aggregate principal amount, or approximately 74.29%, of the 2020 Notes have been validly tendered and not validly withdrawn, (ii) $44,872,000 in aggregate principal amount, or approximately 17.94%, of the 2022 Notes and $103,686,000 in aggregate principal amount, or approximately 20.00% of the 2023 Notes with Priority 2 Acceptance Level have been validly tendered and not validly withdrawn and (iii) $8,533,000 in aggregate principal amount, or approximately 3.41%, of the 2022 Notes and $35,346,000 in aggregate principal amount, or approximately 6.82%, of the 2023 Notes with Priority 3 Acceptance Level have been validly tendered and not validly withdrawn.
The Issuers have amended the terms of the Exchange Offers to provide that all holders that tender Old Notes prior to the 5:00 p.m. New York City time on December 28, 2017 (the “Expiration Time”) will receive the Total Consideration for such Old Notes set forth in the Confidential Offering Memorandum and Consent Solicitation, dated November 20, 2017 (as supplemented on December 13, 2017 and December 15, 2017, the “Offering Memorandum”). Holders of Old Notes who have not already tendered their Old Notes and delivered their consents may continue to do so at any time prior to the Expiration Time pursuant to the terms set forth in the Offering Memorandum. Because the Withdrawal Date has passed, holders who validly tender their notes or have already tendered their notes may no longer withdraw such 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.