Endeavor Energy Resources, LP Announces Expiration of Tender Offers for the Outstanding 7.00% Senior Notes due 2021 and 8.125% Senior Notes due 2023
MIDLAND, TEXAS, December 5, 2017 – Endeavor Energy Resources, LP (“Endeavor” or the “Company”) today announced that its previously announced cash tender offers (the “Tender Offers”) to purchase any and all of the outstanding $500,000,000 aggregate principal amount of the 7.00% senior notes due 2021 (the “2021 Notes”) and outstanding $300,000,000 aggregate principal amount of the 8.125% senior notes due 2023 (the “2023 Notes” and together with the 2021 Notes, the “Notes”) issued by Endeavor and EER Finance, Inc., co-issuer of the Notes, expired at 5:00 p.m., New York City time on December 4, 2017 (the “Expiration Time”).
As of the Expiration Time, approximately $389.8 million of the $500 million aggregate principal amount of 2021 Notes, or 77.96% of the aggregate principal amount outstanding, had been validly tendered and not withdrawn, which excludes approximately $5.4 million aggregate principal amount of 2021 Notes that remain subject to guaranteed delivery procedures. As of the Expiration Time, approximately $222.6 million of the $300 million aggregate principal amount of 2023 Notes, or 74.2% of the aggregate principal amount outstanding, had been validly tendered and not withdrawn, which excludes approximately $1.8 million aggregate principal amount of 2023 Notes that remain subject to guaranteed delivery procedures.
The Company expects to accept for payment all such 2021 Notes and 2023 Notes validly tendered and not validly withdrawn in the Tender Offer and expects to make payment for the 2021 Notes and 2023 Notes on December 7, 2017, subject to the closing of the Company’s previously announced debt financing transaction and the satisfaction or waiver by the Company of the other conditions listed in the Offer to Purchase dated November 28, 2017. Following the consummation of the Tender Offers, the Company intends to redeem any 2021 Notes and 2023 Notes not validly tendered and purchased in the Tender Offers.
Goldman Sachs & Co. LLC and MUFG Securities Americas Inc. are acting as joint dealer managers for the Tender Offers. The information agent and tender agent is D.F. King & Co., Inc. Copies of the Offer to Purchase are available by contacting D.F. King & Co., Inc. at (866) 796-6867 (toll free) or by e-mail at email@example.com. Questions regarding the Tender Offers should be directed to Goldman Sachs & Co. LLC at (800) 828-3182.
This press release shall not constitute an offer to sell or a solicitation of an offer to purchase the securities described herein or any other securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful. This press release does not constitute a notice of redemption under the optional redemption provisions of the Indentures relating to the 2021 Notes and 2023 Notes.
About Endeavor Energy Resources, LP
Endeavor Energy Resources, LP is a private E&P company located in Midland, Texas. Endeavor’s considerable asset position in the Permian Basin, coupled with an improving balance sheet and expanding capital program, positions the company for production and cash flow growth moving forward. Endeavor’s strategic focus is to become the premier Midland Basin horizontal operator. This requires a systematic approach that relies on the proven strength and capability of Endeavor’s employees and management. For more information, please visit www.endeavorenergylp.com.
Note Regarding Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited to, the Tender Offers, the Company’s previously announced debt financing transaction and any redemption of the 2021 Notes and 2023 Notes. All statements, other than statements of historical fact, regarding Endeavor’s strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “plan,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project”, “budget” 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 Endeavor’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Forward-looking statements may include statements about Endeavor’s: business strategy; reserves; financial strategy, liquidity and capital required for its development program; realized oil and natural gas prices; timing and amount of future production of oil and natural gas; hedging strategy and results; future drilling plans and locations; competition and government regulations; marketing of oil and natural gas; leasehold or property acquisitions; costs of developing its properties; general economic conditions; credit markets; liquidity and access to capital; uncertainty regarding its future operating results; plans, objectives, expectations and intentions contained in this press release that are not historical. Endeavor cautions you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond its control, incident to the exploration for and development and production of oil and natural gas. These risks include, but are not limited to, commodity price volatility; inflation; uncertainties about Endeavor’s estimated oil and natural gas reserves and in projecting future rates of production; cash flow; lack of availability of drilling and production equipment and services; the concentration of Endeavor’s operations in the Permian Basin of West Texas; difficult and adverse conditions in the domestic and global capital and credit markets; potential financial losses or earnings reductions resulting from Endeavor’s commodity price risk management program or any inability to manage its commodity risks; failure to realize expected value creation from property acquisitions; Endeavor’s dependence on Autry C. Stephens; access to capital, the timing of development expenditures; environmental, weather, drilling and other operating risks; regulatory changes; competition in the oil and natural gas industry; and Endeavor’s substantial existing indebtedness. Should one or more of the risks or uncertainties described in this press release occur, or should underlying assumptions prove incorrect, Endeavor’s 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 Endeavor or persons acting on its behalf may issue. Except as otherwise required by applicable law, Endeavor disclaims 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.
For Additional Information
Endeavor Energy Resources, LP
110 N. Marienfeld Street, Suite 200
Midland, TX 79701
Attention: Damon Button, Chief Financial Officer, Vice President and Treasurer
Phone: (432) 262-4012