OKLAHOMA CITY, July 31, 2014 /PRNewswire/ -- American Energy –
Permian Basin, LLC (AEPB), an affiliate of American Energy
Partners, LP (AELP), announced today that it has closed on its
acquisition of approximately 63,000 net acres of leasehold in the
southern Permian Basin, primarily in Reagan, Irion
and Crockett Counties,
Texas and associated gathering
assets from affiliates of Denver-based Enduring Resources II, LLC
(Enduring) for $2.5 billion.
Concurrently, AEPB closed on its offering of $350 million of floating rate senior unsecured
notes due 2019, $650 million of
7.125% senior unsecured notes due 2020 and $600 million of 7.375% senior unsecured notes due
2021, which priced on July 16, 2014. A portion of the
net proceeds from the senior notes offering was used to consummate
the acquisition, while the remaining net proceeds will be used for
general corporate purposes.
AEPB has also entered into a reserves-based revolving credit
facility as borrower with, among others, Bank of America, N.A., as
administrative agent and collateral agent, Goldman Sachs Bank
USA as lender and syndication
agent, Wells Fargo Bank, National Association, as technical agent
and co-documentation agent and other lenders party thereto.
The revolving credit facility provides AEPB with a credit limit
subject to a borrowing base, determined by reference to the value
of AEPB's oil and gas properties. The initial borrowing base
under the revolving credit facility is $500 million, which
will remain in effect until the first regularly scheduled borrowing
base redetermination in October 2014. AEPB intends to use the
borrowings under the revolving credit facility to fund ongoing
capital expenditures and working capital requirements and for
general corporate purposes.
AEPB has also raised approximately $1.145
billion in private equity capital, of which approximately
75% was provided by lead investor The Energy & Minerals Group
who also holds a majority of the AEPB Board seats. Additional
equity capital was provided by First Reserve, AEPB's management
team and others. The transactions completed today bring the total
capital raised by AEPB to approximately $3.25 billion, including borrowings available
under the revolving credit facility.
Goldman, Sachs & Co., Tudor, Pickering, Holt & Co. and
Citi acted as financial advisors to AEPB on the acquisition.
Sullivan & Cromwell LLP, Commercial Law Group, P.C. and Porter
Hedges LLP acted as legal advisors to AEPB on the acquisition.
Jefferies LLC acted as financial advisor to Enduring and Latham
& Watkins LLP acted as legal advisor to Enduring on the
acquisition.
Goldman, Sachs & Co. was the sole book-running manager for
the notes offering. Sullivan & Cromwell LLP acted as legal
advisor to AEPB in connection with the notes offering and Simpson
Thacher & Bartlett LLP acted as legal advisor to the initial
purchasers.
About American Energy – Permian Basin, LLC:
American
Energy – Permian Basin, LLC is an independent oil and natural gas
company affiliated with American Energy Partners, LP focused on the
acquisition, development and production of unconventional oil and
natural gas reserves in the Permian Basin in West Texas.
About American Energy Partners, LP:
American Energy
Partners, LP was founded by Aubrey K.
McClendon in April 2013 to
capitalize on opportunities available in unconventional resource
plays onshore in the U.S. For additional information, please
visit www.americanenergypartners.com.
About The Energy & Minerals Group:
EMG is the
management company for a series of specialized private equity
funds. The Firm was founded by John
Raymond (majority owner and CEO) and John Calvert in 2006. EMG focuses on
investing across various facets of the global natural resource
industry including the upstream and midstream segments of the
energy complex. EMG has approximately $15.4
billion of regulatory assets under management (RAUM) and
approximately $6.8 billion in
commitments have been allocated across the energy sector since
inception. For additional information, please visit
www.emgtx.com.
About First Reserve:
First Reserve is the largest global private equity firm exclusively
focused on energy. With over 30 years of industry insight,
investment expertise and operational excellence, the Firm has
cultivated an enduring network of global relationships and raised
more than $26 billion of aggregate
capital since inception. Its portfolio companies operate in
approximately 50 countries and span the energy spectrum from
upstream oil and gas to midstream and downstream, including
resources, equipment and services and infrastructure. For
additional information, please visit www.firstreserve.com.
SOURCE American Energy Partners, LP