EP ENERGY announces collateral sale offer Results

28.9.2016

On August 30, 2016, EP Energy, a.s. (“EP Energy”) announced an offer to purchase up to €313,000,000 aggregate principal amount of its €600,000,000 4.375% Senior Secured Notes due 2018 (Common Codes: 080863624 (Reg S) and 080863608 (144A); ISINs: XS0808636244 (Reg S) and XS0808636087(144A)) (the “2018 Notes”) and its €500,000,000 5.875% Senior Secured Notes due 2019 (Common Codes: 078393335 (Reg S) and 080863373 (144A); ISINs: XS0783933350 (Reg S) and XS0808633738 (144A)) (the “2019 Notes” and, together with the 2018 Notes, the “Notes”) pursuant to an “Asset Sale Offer”. The Asset Sale Offer was made on the terms, and subject to the conditions, of the offer to purchase dated August 30, 2016 (the “Offer to Purchase”).

Capitalised terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Offer to Purchase.

The Asset Sale Offer expired at 12:00 noon New York time (5:00pm London time/6:00pm Prague time) on September 28, 2016 (the “Asset Sale Offer Deadline”). As at the Asset Sale Offer Deadline, an aggregate principal amount of 2018 Notes and 2019 equal to €1,566,000 and €1,350,000, respectively, has been validly tendered and not validly withdrawn.

The results of the Asset Sale Offer are set out in the table below:

Title of Security Outstanding principal amount as of launch of the Asset Sale Offer Notes accepted for purchase Outstanding principal amount following settlement of Asset Sale Offer
4.375% Senior Secured Notes due 2018 €600,000,000 €1,566,000 €598,434,000
5.875% Senior Secured Notes due 2019 €500,000,000 €1,350,000 €498,650,000

 

All Notes validly tendered and not validly withdrawn pursuant to the Asset Sale Offer have been accepted for purchase in full without proration as the aggregate principal amount of Notes tendered did not exceed the Asset Sale Amount. The expected settlement date for the Asset Sale Offer is October 3, 2016. The Issuer will also pay Accrued Interest on all Notes validly tendered and not validly withdrawn on such settlement date.

All Notes purchased by the Issuer pursuant to the Asset Sale Offer will be cancelled.

 

Requests for information relating to the Asset Sale Offer should be directed to:

THE DEALER MANAGER

Citigroup Global Markets Limited
Citigroup Centre
33 Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Attention:  Liability Management Group

For Information by Telephone Contact:  +44 20 7986 8969

For Information by E‑mail Contact:  liabilitymanagement.europe@citi.com

Requests for any documents or materials relating to, the Asset Sale Offer should be directed to:

THE TENDER AGENT

Citibank, N.A.
Citigroup Centre
33 Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Attention:  Exchange Team

For Information by Telephone Contact:  +44 20 7508 3867
For Information by Facsimile Contact:  +44 20 3320 2405
For Information by E‑mail Contact:  exchange.gats@citi.com

Cautionary Statement

This press release is for information purposes only and does not constitute a prospectus or an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The Asset Sale Offer was made only by and pursuant to the terms of the Offer to Purchase and the information in this press release is qualified by reference to the Offer to Purchase. The Asset Sale Offer was not made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Forward Looking Statements

This press release may include “forward looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended.  In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the words “assume,” “believe,” “could,” “estimate,” “anticipate,” “expect,” “intend,” “may,” “will,” “plan,” “continue,” “ongoing,” “potential,” “predict,” “project,” “risk,” “target,” “seek,” “should” or “would” and similar expressions or, in each case, their negative or other variations or comparable terminology or by discussions of strategies, plans, objectives, targets, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth and strategies, our reserves and the industry in which we operate.  By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. You should not place undue reliance on these forward-looking statements.  Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Given these risks and uncertainties, you should not rely on forward-looking statements as a prediction of actual results.