OKLAHOMA CITY, Oct. 2, 2024 — Ascent Resources Utica Holdings, LLC (“ARUH”) announced today that, together with its wholly-owned subsidiary, ARU Finance Corporation (together with ARUH, the “Offerors”), it is commencing a cash tender offer (the “Tender Offer”) to purchase any and all of the Offerors’ outstanding 7.00% Senior Notes due 2026 (the “Notes”) listed in the following table upon the terms and conditions described in the offer to purchase, dated October 2, 2024 (the “Offer to Purchase”), and the related notice of guaranteed delivery, dated October 2, 2024 (“Notice of Guaranteed Delivery” and together with the Offer to Purchase, the “Offer Documents”).
Certain information regarding the Notes and the U.S. Treasury Reference Security, the Bloomberg reference page and the fixed spread is set forth in the table below.
|
Title of Security |
CUSIP |
Principal Amount |
U.S. Treasury |
Bloomberg |
Fixed Spread (basis points) |
|||||
|
7.00% Senior Notes due 2026(1) |
04364V AG8 |
$597,000,000 |
4.375% UST due |
FIT3 |
0 |
|||||
|
(1) The Notes are callable at a redemption price of 100.00% of the principal amount thereof, plus accrued and unpaid interest, starting on November 1, 2024. |
||||||||||
The “Purchase Price” for each $1,000 principal amount of the Notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the fixed spread specified above plus the yield based on the offer-side price of the U.S. Treasury Reference Security specified above, as quoted on the Bloomberg Bond Trader FIT3 series of pages, at 2:00 p.m., New York City time, on October 8, 2024, the date on which the Tender Offer is currently scheduled to expire. The Purchase Price will be based on a yield to November 1, 2024, the date of the next specified redemption price reduction under the indenture governing the Notes, and assuming the Notes are redeemed on November 1, 2024, at the specified redemption price for such date of 100.000% of the principal amount, as described in the Offer to Purchase.
In addition to the Purchase Price, holders whose Notes are purchased pursuant to the Tender Offer will also receive accrued and unpaid interest thereon from the last interest payment date up to, but excluding, the initial date on which the Offerors make payment for such Notes, which date is currently expected to be October 15, 2024, assuming that the Tender Offer is not extended or earlier terminated.
The Tender Offer is being made pursuant to the terms and conditions contained in the Offer Documents, copies of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer, by calling (877) 732-3617 (toll-free) or, for banks and brokers, (212) 269-5550. Copies of the Offer Documents are also available at the following web address: www.dfking.com/ascent; or by requesting via email at [email protected].
The Tender Offer will expire at 5:00 p.m., New York City time, on October 8, 2024 unless extended or earlier terminated (such time and date, as the same may be extended, the “Expiration Time”). Tendered Notes may be withdrawn at any time before the Expiration Time. Holders of Notes must validly tender and not validly withdraw their Notes (or comply with the procedures for guaranteed delivery) before the Expiration Time to be eligible to receive the consideration for their Notes. Guaranteed deliveries will expire at 5:00 p.m., New York City time, on October 10, 2024, unless the Expiration Time is extended.
Settlement for all Notes tendered prior to the Expiration Time or pursuant to a Notice of Guaranteed Delivery is expected to be October 15, 2024, assuming that the Tender Offer is not extended or earlier terminated.
There can be no assurance that any Notes will be purchased. The Tender Offer is conditioned upon the satisfaction of certain conditions, including the completion of a contemporaneous debt financing (the “Debt Financing”) by the Offerors on terms and conditions (including, but not limited to, the amount of proceeds raised in such financing) satisfactory to the Offerors. The Tender Offer is not an offer to sell or a solicitation of an offer to buy any debt instruments or otherwise an invitation to participate in the Debt Financing. The Tender Offer is not conditioned upon any minimum amount of Notes being tendered. The Tender Offer may be amended, extended, terminated or withdrawn. The Offerors intend to use the net proceeds from the Debt Financing, together with cash on hand, and/or borrowings under ARUH’s senior secured reserve-based revolving credit facility, if necessary, to pay the Purchase Price for Notes validly tendered and accepted for purchase pursuant to the Tender Offer.
Substantially concurrently with the commencement of this Tender Offer, the Offerors intend to issue a conditional notice of full redemption to redeem, subject to the completion of the Debt Financing, all Notes not purchased in the Tender Offer on or about November 1, 2024 (the “Redemption”) at a redemption price of 100.000% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. This press release does not constitute a notice of redemption under the optional redemptions provisions of the indenture governing the Notes.
The Offerors have retained J.P. Morgan Securities LLC to serve as the exclusive Dealer Manager for the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to J.P. Morgan Securities LLC, Liability Management Group, at (866) 834-4666 (toll-free) or (212) 834-4818 (collect).
This press release shall not constitute an offer to purchase or the solicitation of an offer to sell the Notes or any other securities, nor shall there be any offer or sale of any Notes or other securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction.
About Ascent Resources
Ascent is one of the largest private producers of natural gas in the United States and is focused on acquiring, developing, and operating natural gas and oil properties located in the Utica Shale in southern Ohio. With a continued focus on good corporate citizenship, Ascent is committed to delivering cleaner burning, affordable energy to our country and the world, while reducing environmental impacts.
Forward-Looking and Cautionary Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this press release regarding, among other things, the Debt Financing and the use of proceeds therefrom, the Tender Offer and the timing and outcome thereof, the Redemption, our strategy, plans and objectives of management, are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “believe,” “anticipate,” “intend,” “estimate,” “expect” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on current expectations, estimates, forecasts and projections as well as the current beliefs and assumptions of management.
Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond our control, including, but not limited to, market risks and uncertainties, including those which might affect the Debt Financing or the Tender Offer. Should one or more of these risks or uncertainties occur, or should any underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.
Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.
Contacts:
Chris Benton
Vice President – Finance and Investor Relations
Phone: 405-252-7850
Email: [email protected]
SOURCE Ascent Resources Utica Holdings, LLC
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