EPL Oil & Gas, Inc. Announces Pricing of $300 Million Private Placement of 8.25% Senior Notes Due 2018
18 Ottobre 2012 - 9:16PM
EPL Oil & Gas, Inc. ("EPL" or the "Company") (NYSE:EPL)
announced today the pricing of its private placement pursuant to
Rule 144A and Regulation S under the Securities Act of 1933, as
amended (the "Securities Act"), to eligible purchasers $300 million
in aggregate principal amount of 8.25% senior unsecured notes due
2018 (the "Senior Notes"). The offering size represents an
increase of $50 million over the Company's previously announced
intention to offer $250 million in aggregate principal amount of
its Senior Notes. The net proceeds from the private placement
of the Senior Notes, after deducting the initial purchasers'
discount and estimated offering expenses payable by EPL, are
expected to be approximately $288 million. The Senior Notes
will be fully and unconditionally guaranteed, jointly and
severally, on an unsecured, senior basis, by all of EPL's existing
material subsidiaries. The closing of the offering of the Senior
Notes is expected to occur on or about October 25, 2012.
The net proceeds from the sale of Senior Notes will be deposited
into escrow pending completion of the Company's
previously-announced acquisition from Hilcorp Energy GOM Holdings,
LLC of 100% of the issued and outstanding member interests of
Hilcorp Energy GOM, LLC, which owns certain shallow-water Gulf of
Mexico shelf oil and natural gas interests (the "Hilcorp
Acquisition"). Upon release of the net proceeds from escrow at the
closing of the Hilcorp Acquisition, EPL will use those net proceeds
to fund a portion of the purchase price for the Hilcorp
Acquisition.
As previously announced, EPL received a commitment from BMO
Capital Markets and its affiliates to provide the financing
necessary to complete the Hilcorp Acquisition through an amendment
and restatement of EPL's senior credit facility, which, among other
things, increases the facility size from $250 million to $750
million and extends the maturity to the date four years after the
closing date. In addition, the borrowing base under this expanded
credit facility will be increased from $200 million to $425 million
in conjunction with the Hilcorp Acquisition. The effectiveness of
the amendment and restatement of the senior credit facility and the
increase in the maximum availability under EPL's senior credit
facility is subject to the satisfaction of certain terms and
conditions, including the closing of the Hilcorp Acquisition. As of
June 30, 2012, on an as adjusted basis, after giving effect to this
increase in EPL's senior credit facility's maximum availability and
borrowings under EPL's senior credit facility and the application
thereof to fund a portion of the purchase price and related
expenses of the Hilcorp Acquisition and the completion of the
transactions contemplated by the Hilcorp Acquisition, EPL estimates
that it would have approximately $230 million in availability under
its senior credit facility.
The Hilcorp Acquisition is expected to close in the first half
of the fourth quarter, assuming all conditions to closing of the
Hilcorp Acquisition have been satisfied. The private placement of
Senior Notes is not a condition to the closing of the Hilcorp
Acquisition. If the closing of the Hilcorp Acquisition does not
occur on or prior to December 31, 2012, or if the purchase and
sale agreement regarding the Hilcorp Acquisition is terminated at
any time on or prior to December 31, 2012, EPL will be
required to use the escrowed funds to redeem the Senior Notes at a
price equal to 100% of the principal amount plus accrued interest
to the redemption date.
The securities to be sold have not been registered under the
Securities Act, or any state securities laws, and unless so
registered, the securities may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and applicable state securities laws. EPL plans to offer and sell
the Senior Notes only to "qualified institutional buyers" as
defined in Rule 144A under the Securities Act and in offshore
transactions pursuant to Regulation S under the Securities
Act.
This press release shall not constitute an offer to sell, or the
solicitation of an offer to buy, any of these securities, nor shall
there be any sale of these securities in any state in which such
offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of such
states.
Description of the Company
Founded in 1998, EPL is an independent oil and natural gas
exploration and production company based in New Orleans, Louisiana,
and Houston, Texas. The Company's operations are concentrated in
the U.S. Gulf of Mexico shelf, focusing on the state and federal
waters offshore Louisiana. For more information, please visit
www.eplweb.com.
Forward-Looking Statements
This press release may contain forward-looking information and
statements regarding EPL. Any statements included in this press
release that address activities, events or developments that EPL
"expects," "believes," "plans," "projects," "estimates" or
"anticipates" will or may occur in the future are forward-looking
statements. Actual results may differ materially due to a variety
of important factors. Among other items, such factors might
include: the failure of the conditions to the closing of the sale
of the Senior Notes to be satisfied or waived; the failure of the
conditions to the closing of the Hilcorp Acquisition to be
satisfied or waived; volatility in the financial and credit markets
or in oil and natural gas prices; and other matters that are
discussed in EPL's filings with the Securities and Exchange
Commission. (http://www.sec.gov/).
CONTACT: Investors/Media
T.J. Thom, Chief Financial Officer
504-799-1902
tthom@eplweb.com
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