American Energy - Utica, LLC Announces Launch Of Convertible Notes Offering

PR Newswire

OKLAHOMA CITY, Feb. 4, 2014 /PRNewswire/ -- American Energy – Utica, LLC (AEU), an affiliate of American Energy Partners, LP (AEP-LP), announced today that it plans to offer $500 million in aggregate principal amount of its convertible subordinated notes due 2021. 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.  The notes will be subordinated in right of payment to all of AEU's senior indebtedness.

AEU intends to use the net proceeds from the offering, together with additional borrowings under AEU's credit facility, to fund: (i) a portion of its additional leasehold acquisitions as approved by its Board of Directors, (ii) a portion of its capital expenditure plan to execute its drilling and development program, (iii) drilling carry capital expenditures agreed to under certain purchase agreements, and (iv) a portion of its anticipated seismic data acquisitions.

The notes and the common shares into which the notes will convert will be sold in a private placement solely to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The notes and the common shares into which the notes will convert have not been registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements of the Securities Act and applicable state laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

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.

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