HOUSTON, Aug. 12, 2024 — Moss Creek Resources Holdings, Inc. (the “Company”), a wholly-owned subsidiary of Surge Energy US Holdings Company, announced today that, subject to market conditions, it intends to offer $750.0 million aggregate principal amount of senior unsecured notes due 2031 (the “Notes”) in a private offering (the “Offering”) that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
The Notes will be senior unsecured obligations of the Company and will initially be guaranteed by each of the Company’s existing subsidiaries.
The Company intends to use the net proceeds from the Offering, together with cash on hand, to redeem all of its outstanding 7.500% Senior Notes due 2026 (the “2026 Notes”) and 10.500% Senior Notes due 2027 (the “2027 Notes,” and such transactions, the “Redemptions”). The completion of the Offering is not contingent upon the completion of the Redemptions.
The Notes and related guarantees are being offered in a private placement, solely to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act or outside the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. The Notes and related guarantees have not been registered under the Securities Act 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 the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign security laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any Notes, nor shall there be any sales of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Additionally, this press release shall not constitute a notice of redemption under the indenture governing the 2026 Notes or the indenture governing the 2027 Notes.
This press release includes “forward-looking statements,” including, in particular, statements about the Offering and the use of proceeds therefrom, including the Redemptions, and the Company’s plans, strategies and prospects. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believe,” “expect,” “may,” “anticipate,” “intend,” “estimate,” “project,” “target,” “goal,” “plan,” “objective,” “foresee,” “should,” “would,” “could” or similar expressions or, in each case, their negative or other variations or comparable terminology. Although the Company bases these forward-looking statements on assumptions that the Company believes are reasonable when made, actual results of operations, financial condition and liquidity, and the development of the industry in which the Company operates could differ materially from those made in or suggested by the forward-looking statements. These forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things: the Company’s ability to consummate the Offering, changes in general economic and market conditions and other factors discussed in the offering memorandum in connection with this Offering. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. You should understand that many important factors, including those discussed herein, could cause actual events and results to differ materially from those expressed or suggested in any forward-looking statement. Any forward-looking statements that the Company makes in this press release speak only as of the date of those statements, and the Company undertakes no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments, except as required by law. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
Media Contact:
Travis Guidry
[email protected]
SOURCE Moss Creek Resources Holdings, Inc.
