American Energy -- Utica, LLC Announces Closing Of $1.25 Billion Capital Raise

PR Newswire

OKLAHOMA CITY, Feb. 28, 2014 /PRNewswire/ -- American Energy – Utica, LLC (AEU), an affiliate of American Energy Partners, LP (AEP-LP), announced today that it has closed on its offering of $750 million of seven-year 3.5% convertible subordinated notes that priced last week. The offering was upsized from an initial amount of $500 million.  The notes are convertible upon the first qualified, registered public offering of AEU into shares of the same class of common stock that are sold in that offering.  Upon conversion, holders of the notes will receive a number of shares equal to the greater of (x) $750 million divided by a conversion price equal to an agreed discount to the public offering price and (y) 15% of the equity value of AEU at the time of the public offering, in each case subject to certain adjustments.

AEU has also entered into an amendment of its senior secured credit facility, which is led by GSO Capital Partners, to provide for $500 million of incremental term loan borrowings that increases AEU's total borrowing capacity to $950 million. AEU intends to use the net proceeds from the offering and the incremental term loan borrowings to facilitate the funding of its pending leasehold acquisitions in the southern Utica Shale and its planned capital expenditures for its drilling and development program.

On October 9, 2013, AEU announced it had raised approximately $1.2 billion in private equity commitments from lead equity investor The Energy & Minerals Group and additional equity providers, including First Reserve Corporation.  Today's announcement brings the total capital raised by AEU over the past five months to approximately $2.9 billion. 

Underwriters for the notes offering were Jefferies, Citigroup and Goldman, Sachs & Co.  Legal advisor for the issuer was Sullivan & Cromwell LLP and for the underwriters was Latham & Watkins LLP. 

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:
The Energy & Minerals Group is the management company for a series of specialized private equity funds.  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 $8.4 billion of total investor commitments (including co-investments) with approximately $5.2 billion allocated across the energy sector since inception.  EMG is wholly owned by the management team of EMG.  For additional information, please visit www.emgtx.com.

About First Reserve Corporation:
First Reserve is the largest global private equity firm exclusively focused on energy.  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.  First Reserve has offices in Greenwich, CT; Houston; London and Hong Kong. For additional information, please visit www.firstreserve.com.

About GSO Capital Partners: 
GSO, a division of The Blackstone Group, is a leading alternative asset manager with approximately $62 billion of assets under management as of June 30, 2013.  GSO has a global footprint with approximately 240 professionals among its offices in Houston, New York, London and Dublin, including a dedicated team of energy professionals.  For additional information, please visit www.blackstone.com .

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