Jones Energy Prices Offering of $450 Million of 9.25% Senior Secured First Lien Notes
February 12 2018 - 05:08PM
Jones Energy Holdings, LLC (“JEH”) and Jones Energy Finance Corp.
(“JEFC” and, together with JEH, the “Issuers”), both subsidiaries
of Jones Energy, Inc. (NYSE:JONE) (“Jones Energy” or the
“Company”), announced today that they have priced an offering of
$450 million in aggregate principal amount of 9.25% senior secured
first lien notes due 2023 (the “First Lien Notes”) at an offering
price equal to 97.526% of par. The First Lien Notes will be senior
secured first lien obligations of the Issuers and will be
guaranteed on a senior secured first lien basis by Jones Energy and
each of the Issuers’ existing and future restricted subsidiaries.
The offering is expected to close February 14, 2018, subject to
satisfaction of customary closing conditions. The Company intends
to use net proceeds from the offering to repay all but $25 million
of the outstanding borrowings under JEH’s existing senior secured
revolving credit facility (the “Existing Revolver”), to fund
drilling and completion activities, and for other general corporate
purposes, which may include limited repurchases of the Issuers’
existing 6.75% senior notes due 2022 and 9.25% senior notes due
2023 (the “Existing Notes”). In connection with the closing of the
offering, JEH intends to amend and restate the Existing Revolver
to, among other things, (i) reduce the borrowing base from the
current $350 million to $50 million, (ii) suspend testing of our
senior secured leverage ratio until March 31, 2019 and (iii)
suspend certain covenants indefinitely, including the financial
maintenance covenants.
The securities have not been and will not be registered under
the U.S. Securities Act of 1933, as amended (the “Securities Act”),
any state securities laws or the securities laws of any other
jurisdiction, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration.
Accordingly, the securities are being offered and sold only to
persons reasonably believed to be qualified institutional buyers in
accordance with Rule 144A under the Securities Act and outside the
United States in reliance on Regulation S under the Securities
Act.
This press release does 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 offer, solicitation or sale would be unlawful.
About Jones Energy
Jones Energy, Inc. is an independent oil and natural gas company
engaged in the development and acquisition of oil and natural gas
properties in the Anadarko basin of Texas and Oklahoma.
Additional information about Jones Energy may be found on the
Company’s website at: www.jonesenergy.com.
Investor ContactPage Portas,
512-493-4834Investor Relations AssociateOrRobert Brooks,
512-328-2953Executive Vice President & CFO
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. All statements,
other than statements of historical facts, included in this press
release that address activities, events or developments that the
Company expects, believes or anticipates will or may occur in the
future are forward-looking statements. Without limiting the
generality of the foregoing, such forward-looking statements
include statements regarding the intention to issue the First Lien
Notes, to use offering proceeds to repay borrowings under the
Existing Revolver, to fund drilling and completion activities, and
for other general corporate purposes, which may include limited
repurchases of the Existing Notes, to amend and restate the
Existing Revolver, and to pay related fees and expenses of the
notes offering. These statements are based on certain assumptions
made by the Company and Issuers based on management’s experience
and perception of historical trends, current economic and market
conditions, anticipated future developments and other factors
believed to be appropriate. Such statements are subject to a number
of assumptions, risks and uncertainties, many of which are beyond
the control of the Company and Issuers, which may cause actual
results to differ materially from those implied or expressed by the
forward-looking statements.
Any forward-looking statement speaks only as of the date on
which such statement is made and the Company and Issuers undertake
no obligation to correct or update any forward-looking statement,
whether as a result of new information, future events or otherwise,
except as required by applicable law.