HOUSTON, Dec. 15, 2017 /PRNewswire/ -- EP Energy LLC
("EP Energy"), a wholly-owned subsidiary of EP Energy Corporation
(NYSE: EPE), announced that it and its wholly-owned subsidiary,
Everest Acquisition Finance Inc., as co-issuer (together with EP
Energy, the "Issuers"), have amended certain terms of the
previously-announced exchange offers (the "Exchange Offers") and
consent solicitations (the "Consent Solicitations") that they
launched on November 20, 2017 and
amended on December 13, 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") and
cash for the Issuers' outstanding 9.375% senior note due 2020,
7.750% senior notes due 2022 and 6.375% senior notes due 2023
(collectively, the "Old Notes").
The early tender time for the Exchange Offers and Consent
Solicitations remains 5:00 p.m.,
New York City time, on
December 19, 2017 (the "Early Tender
Time") and the expiration time for the Exchange Offers and Consent
Solicitations remains 5:00 p.m.,
New York City time, on
December 28, 2017. Holders of
the Old Notes that validly tender their Old Notes prior to the
Early Tender Time will be entitled to the previously-announced
terms and conditions of the Exchange Offers and Consent
Solicitations as set forth in the Confidential Offering Memorandum
and Consent Solicitation Statement, dated November 20, 2017 (as supplemented on
December 13, 2017, the "Offering
Memorandum"), except as set forth herein.
The Issuers have amended the terms of the New Notes being
offered in the Exchange Offers by (i) inserting in clause (7) of
the definition of "Permitted Liens" in the section of the Offering
Memorandum entitled "Description of New Notes—Certain
Definitions" immediately after the text "the holders of
the 2024 Priority Senior Secured Notes" the following: ", the
holders of the 2025 Senior Secured Notes (and any additional
Indebtedness issued under the 2025 Senior Secured Notes
Indenture)"; and (ii) deleting "of any amendment thereto or
pursuant to a new loan agreement" immediately after the text "in
each case" in the definition of "RBL Facility" in the section
of the Offering Memorandum entitled "Description of New
Notes—Certain Definitions." 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.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offering, solicitation or sale would be unlawful.
The offering documents will be distributed only to holders of
the Old Notes that complete and return a letter of eligibility
confirming that they are "Eligible Holders" for the purposes of the
Exchange Offers. D.F. King & Co., Inc. is acting as the
Information Agent for the Exchange Offers. Requests for the
offering documents from "Eligible Holders" may be directed to D.F.
King & Co., Inc. at (212) 269-5550 (for brokers and banks)
or (800) 207-3158 (for all others).
Neither the Issuers, their respective boards nor any other
person makes any recommendation as to whether the holders of the
Old Notes should exchange their notes, and no one has been
authorized to make such a recommendation. Holders of the Old
Notes must make their own decisions as to whether to exchange their
notes, and if they decide to do so, the principal amount of the
notes to exchange.
About EP Energy LLC
The EP Energy team has a passion for finding and producing the
oil and natural gas that enriches people's lives. EP Energy
has a proven strategy, a significant reserve base, multi-year
drilling opportunities, and a strategic presence in a number of the
country's leading unconventional resource areas in North America. EP Energy is active in key
phases of the E&P value chain—acquiring, developing and
producing oil and natural gas. For more information about EP
Energy, visit epenergy.com.
Forward-Looking Statements
This release includes certain forward-looking statements and
projections of EP Energy. We have made every reasonable
effort to ensure that the information and assumptions on which
these statements and projections are based are current, reasonable,
and complete. However, a variety of factors could cause
actual results to differ materially from the projections,
anticipated results or other expectations expressed, including,
without limitation, the volatility of and sustained low oil,
natural gas and NGL prices; the supply and demand for oil, natural
gas and NGLs; the company's ability to meet production volume
targets; changes in commodity prices and basis differentials for
oil and natural gas; the uncertainty of estimating proved reserves
and unproved resources; the future level of service and capital
costs; the availability and cost of financing to fund future
exploration and production operations; the success of drilling
programs with regard to proved undeveloped reserves and unproved
resources; the company's ability to comply with the covenants in
various financing documents; the company's ability to obtain
necessary governmental approvals for proposed E&P projects and
to successfully construct and operate such projects; actions by the
credit rating agencies; credit and performance risk of our lenders,
trading counterparties, customers, vendors, suppliers and third
party operators; general economic and weather conditions in
geographic regions or markets served by the company, or where
operations of the company are located, including the risk of a
global recession and negative impact on oil and natural gas demand;
the uncertainties associated with governmental regulation,
including any potential changes in federal and state tax laws and
regulations; competition; and other factors described in the
company's Securities and Exchange Commission filings. While
the company makes these statements and projections in good faith,
neither the company nor its management can guarantee that
anticipated future results will be achieved. Reference must
be made to those filings for additional important factors that may
affect actual results. EP Energy assumes no obligation to
publicly update or revise any forward-looking statements made
herein or any other forward-looking statements made by EP Energy,
whether as a result of new information, future events, or
otherwise.
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SOURCE EP Energy LLC