American Energy - Permian Basin, LLC Announces Entry into Forbearance Agreement, Extension of Expiration Time and Further Extension of Early Tender Time and Withdrawal Deadline for Previously Anno...

HOUSTON, May 31, 2019 /PRNewswire/ -- American Energy – Permian Basin, LLC (the "Company") announced today that it and its wholly-owned subsidiary, AEPB Finance Corporation, as co-issuer ("AEPB Finance" and, together with the Company, the "Issuers"), have entered into a forbearance agreement (the "Forbearance Agreement") with certain beneficial owners (or nominees, investment managers, advisors or subadvisors for the beneficial owners) (collectively, the "Forbearing Noteholders") of an amount in excess of 75% of the total aggregate principal amount of the Issuers' outstanding Floating Rate Senior Notes due 2019 (the "Existing 2019 Notes"), 7.125% Senior Notes due 2020 (the "Existing 2020 Notes") and 7.375% Senior Notes due 2021 (the "Existing 2021 Notes" and, together with the Existing 2019 Notes and the Existing 2020 Notes, the "Existing Senior Notes"), pursuant to which the Forbearing Noteholders have agreed that until June 14, 2019 they will forbear from exercising their default-related rights and remedies against the Issuers as a result of the Issuers' failure to make the scheduled interest payment due on the Existing Senior Notes, which constitutes a default under that certain Indenture, dated as of July 31, 2014, (as amended, restated, supplemented or otherwise modified from time to time, the "Indenture") under which the Existing Senior Notes were issued.

The Issuers have also elected to extend the Expiration Time (as defined below) and to further extend the Early Tender Time and the Withdrawal Deadline (each, as defined below) of the Issuers' previously announced (i) private offers to exchange (the "Exchange Offers") any and all of the Issuers' outstanding 13.000% Senior Secured First Lien Notes due 2020 (the "Existing First Lien Notes") for the Issuers' new 13.000% Senior Secured First Lien Notes due 2023 (the "New First Lien Notes"), any and all of the Issuers' outstanding 8.000% Senior Secured Second Lien Notes due 2020 (the "Existing Second Lien Notes") for the Issuers' new 10.000% Senior Secured Second Lien Notes due 2023 (the "New Second Lien Notes"), and any and all of the Issuers' Existing Senior Notes (together with the Existing First Lien Notes and the Existing Second Lien Notes, the "Old Notes") for the Issuers' new 10.000%/12.000% Senior Secured Third Lien PIK Toggle Notes due 2024 (the "New PIK Toggle Third Lien Notes" and, together with the New First Lien Notes and the New Second Lien Notes, the "New Notes"), and (ii) related solicitations (the "Consent Solicitations") of consents from Eligible Holders (as defined below) to certain amendments to the indentures governing the Old Notes (the "Existing Indentures") to eliminate substantially all of the restrictive covenants, certain events of default and certain other provisions contained in the Existing Indentures and, in the case of the indentures governing the Existing First Lien Notes and the Existing Second Lien Notes, release the liens on all of the collateral securing the Existing First Lien Notes and the Existing Second Lien Notes.  The Expiration Time is extended from 12:00 midnight (New York City time) on May 31, 2019 to 12:00 midnight (New York City time) on June 19, 2019 (as such date and time may be extended, the "Expiration Time").  The Early Tender Time is further extended from 5:00 p.m. (New York City time) on May 31, 2019 to 5:00 p.m. (New York City time) on June 5, 2019 (as such date and time may be extended, the "Early Tender Time"), and the Withdrawal Deadline is extended from 5:00 p.m. (New York City time) on May 31, 2019 to 5:00 p.m. (New York City time) on June 5, 2019 (as such date and time may be extended, the "Withdrawal Deadline"). Capitalized terms used but not defined herein have the meanings given to them in the offering memorandum and consent solicitation statement dated May 3, 2019 (as it was amended and restated on May 6, 2019 and amended by the press releases of the Company dated May 17, 2019, May 22, 2019 and May 24, 2019, the "Offering Memorandum") and the related consent and letter of transmittal, dated as of May 3, 2019.

The Company continues to engage in discussions with certain holders of Old Notes (the "Significant Noteholders").  The Company expects, but cannot guarantee, that the Significant Noteholders will enter into a support agreement and consent (a "Support Agreement") with the Company, whereby the Significant Noteholders will agree to tender all of their Old Notes in the Exchange Offers and consent to the proposed amendments in the Consent Solicitations, subject to certain terms and conditions.

Except as described in this press release, all other terms of the Exchange Offers and the Consent Solicitations, including the Expiration Time, remain unchanged.

As of 5:00 p.m. (New York City time) on May 31, 2019, approximately 8.28% of the aggregate principal amount of the Old Notes were validly tendered and not withdrawn, including $62,894,000 aggregate principal amount (or 13.67% of the outstanding amount) of Existing First Lien Notes validly tendered and not withdrawn, $13,742,000 aggregate principal amount (or 4.71% of the outstanding amount) of Existing Second Lien Notes validly tendered and not withdrawn and $97,307,000 aggregate principal amount (or 7.22% of the outstanding amount) of Existing Senior Notes validly tendered and not withdrawn.

General

The offer and issuance of the New Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. The New Notes are being offered and issued only (1) to holders of the Old Notes that are "qualified institutional buyers" as defined in Rule 144A under the Securities Act, and (2) outside the United States to holders of the Old Notes that are (i) not U.S. persons in reliance upon Regulation S under the Securities Act and (ii) "non-U.S. qualified offerees" as defined in the Offering Memorandum (each such holder, an "Eligible Holder"). Accordingly, the New Notes will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom.

This press release shall 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 offering, solicitation or sale would be unlawful. The offering documents will be distributed only to holders of the Old Notes that complete and return a letter of eligibility at www.dfking.com/aepb confirming that they are Eligible Holders for the purposes of the Exchange Offers. D.F. King & Co., Inc. is acting as the Exchange Agent and Information Agent for the Exchange Offers. Requests for the offering documents from Eligible Holders may be directed to D.F. King & Co., Inc. at (212) 269-5550 (for brokers and banks), (800) 549-6697 (for all others), or by email to aepb@dfking.com.

Neither the Issuers, their respective governing boards nor any other person makes any recommendation as to whether the holders of the Old Notes should exchange their Old Notes, and no one has been authorized to make such a recommendation. Holders of the Old Notes must make their own decisions as to whether to exchange their Old Notes, and if they decide to do so, the principal amount of the Old Notes to exchange.

About American Energy – Permian Basin, LLC

American Energy – Permian Basin, LLC is an independent oil and natural gas company focused on the acquisition, development and production of unconventional oil and natural gas reserves in the Wolfcamp Shale play in the Southern Midland Basin within the Permian Basin of West Texas.

Forward-Looking Statements

The information in this press release includes "forward-looking statements." All statements, other than statements of historical fact included in this press release, regarding the Company's strategy, future operations, financial position, estimated revenues and losses, projected production, projected costs, prospects, plans and objectives of management, are forward-looking statements. When used in this press release, the words "could," "believe," "anticipate," "intend," "estimate," "expect," "guidance," "forecast" 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 the Company's current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. These forward-looking statements are based on management's current beliefs, based on currently available information, as to the outcome and timing of future events, which may differ from actual outcomes due to, among other things: risks associated with the pending Asset Contributions, including increased corporate and operating expenses and failure to realize the expected benefits of those transactions; failure, difficulties and delays in meeting conditions required for closing the pending Asset Contributions; the volatility of oil, natural gas and NGL prices or a prolonged period of low oil, natural gas or NGL prices; uncertainties about, or revisions to, the Company's estimated oil, natural gas and NGL reserves; the Company's ability to discover, estimate, develop and replace oil, natural gas and NGL reserves; weakness in economic conditions and uncertainty in financial markets, including the availability of credit and access to existing lines of credit; changes in domestic and global production, supply and demand for oil, natural gas and NGLs; operating hazards and difficulties inherent in the exploration and production of oil and natural gas; the Company's ability to generate or secure sufficient cash to pay fixed obligations, fund the Company's capital requirements and generate future profits; the Company's ability to control capital and operating expenditures; the Company's ability to execute the Company's financial and operational strategies, including, but not limited to, the Company's hedging strategies; the Company's ability to manage growth, successfully identify and consummate strategic acquisitions at purchase prices that are accretive to the Company's financial results, and successfully integrate acquired businesses, assets and properties; the Company's ability to avoid material legal or environmental liabilities; the impact of seasonal weather conditions on the Company's operations; the Company's ability to address actual or perceived conflicts of interest between the Company's interests and those of the Company's directors and officers and the Company's Sponsors; the Company's ability to service interest on the Company's indebtedness; the Company's ability to satisfy the covenants in the Company's debt instruments and agreements; the Company's ability to meet the Company's plans, objectives, expectations and intentions; and the Company's ability to recognize and mitigate other risks to the Company's planned objectives. While the Company makes these statements and projections in good faith, neither the Company nor the Company's management can guarantee that anticipated future results will be achieved. The Company assumes no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by the Company, whether as a result of new information, future events, or otherwise.

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SOURCE American Energy - Permian Basin, LLC