EP ENERGY ANNOUNCES COLLATERAL SALE OFFER FOR €41,503,059 AGGREGATE PRINCIPAL AMOUNT OF ITS SENIOR SECURED NOTES DUE 2019
EP Energy, a.s. (“EP Energy”) is offering to purchase up to €41,503,059 aggregate principal amount of its €498,650,000 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”) pursuant to an “Asset Sale Offer”. The Asset Sale Offer will expire at 12:00 noon New York time (5:00pm London time/6:00pm Prague time) on April 8, 2019.
The Asset Sale Offer is being made on the terms, and subject to the conditions, of the offer to purchase dated March 11, 2019 (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 purpose of the Asset Sale Offer is to make a “Collateral Sale Offer” (as such term is defined in the indenture governing the Notes) and purchase the Notes for a consideration of €1,000 per €1,000 principal amount of Notes (the “Asset Sale Offer Consideration”) plus any Accrued Interest. EP Energy is making the Asset Sale Offer to apply a portion of the net proceeds from the sale of 100% of the shares in Plzeňská energetika a.s. to its parent company, EP Infrastructure, a.s. (the “Sale Transaction”) to purchase the Notes in part. EP Energy will use cash received in connection with the Sale Transaction, which was temporarily used to decrease utilization of its committed revolving credit facilities, to pay the Asset Sale Offer Consideration of all Notes it purchases pursuant to the Asset Sale Offer. EP Energy will pay Accrued Interest on all Notes it purchases pursuant to the Asset Sale Offer using other cash at hand and/or from a committed revolving credit facility which it maintains.
EP Energy temporarily allocated the proceeds from the Sale Transaction to decreasing utilization of certain of its committed revolving credit facilities in an aggregate amount of approximately €41.5 million, and has now decided to initiate the “Collateral Sale Offer” earlier than required under the indentures governing the Notes.
Following completion of the Asset Sale Offer, EP Energy will consider all potential uses of any remaining proceeds from the Sale Transaction which are permitted under the indenture governing the Notes, including, but not limited to, investments, acquisitions, distribution to EP Energy’s shareholders, purchases of the Notes through open market purchases, privately negotiated transactions, tender offers, exchange offers or redemptions.
EP Energy is making the Asset Sale Offer at par to comply with their obligations to make a “Collateral Sale Offer” under the indenture governing the Notes. As of the date of the Offer to Purchase the Notes are trading at prices that are in excess of the Asset Sale Consideration. Accordingly, Holders and beneficial owners of the Notes may suffer a loss if they participate in the Asset Sale Offer rather than selling the relevant Notes in the open market.
Requests for information relating to the Asset Sale Offer should be directed to:
THE DEALER MANAGER
Citigroup Global Markets Limited
London E14 5LB
Attention: Liability Management Group
For Information by Telephone Contact: +44 20 7986 8969
For Information by E-mail Contact: email@example.com
Requests for information in relation to the procedures for tendering Notes in, and for any documents
or materials relating to, the Asset Sale Offer should be directed to:
THE TENDER AGENT
Citibank, N.A., London Branch
33 Canada Square
London E14 5LB
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: firstname.lastname@example.org
Further details regarding the Asset Sale Offer can be found below:
The Asset Sale Offer referred to herein is a “Collateral Sale Offer” being made pursuant to Section 3.09 and Section 4.07 of the indenture governing the Notes and is open until 12:00 noon New York time (5:00pm London time/6:00pm Prague time) on April 8, 2019 (the “Asset Sale Offer Deadline”). EP Energy is offering to purchase up to €41,503,059 aggregate principal amount of the Notes (the “Asset Sale Amount”) in accordance with Section 4.07 of the indenture governing the Notes for a consideration of €1,000 per €1,000 principal amount of Notes (the “Asset Sale Offer Consideration”) plus any Accrued Interest. The Asset Sale Offer will be consummated and Notes that have been validly tendered and not validly withdrawn will be accepted for payment on the “Settlement Date”, which it expects to be April 11, 2019, unless it extends the Asset Sale Offer.
Any Notes not tendered or accepted for purchase in the Asset Sale Offer will continue to accrue interest. Unless EP Energy defaults in making payment of the Asset Sale Consideration, any Note
accepted for payment pursuant to the Asset Sale Offer will cease to accrue interest after the Settlement Date.
Holders (as such term is defined in the indenture governing the Notes) electing to have a Note purchased pursuant to the Asset Sale Offer may elect to have Notes purchased only in minimum
denominations of €100,000 and in integral multiples of €1,000, in excess thereof, except that a Holder may elect to have all Notes held by such Holder purchased even if not an integral multiple of
€1,000 (in excess of €100,000).
The submission to Euroclear Bank SA/NV (“Euroclear”) or Clearstream Banking S.A. (“Clearstream” and together, the “Clearing Systems”) of a valid electronic acceptance instruction by or on behalf of a Holder in accordance with the procedures described in the Offer to Purchase, resulting in the blocking of Notes in the relevant Clearing System upon receipt, will be deemed to constitute the tender of Notes by such Holder. The tender of Notes by a Holder will be deemed to have occurred upon receipt by the relevant Clearing System of a valid electronic acceptance instruction in accordance with the requirements of such Clearing System. For a withdrawal of a tender of Notes tendered pursuant to the Asset Sale Offer to be valid, a properly transmitted “Request Message” through the applicable procedures of Euroclear or Clearstream must be received by the Tender Agent prior to the Asset Sale Offer Deadline, at its
address set forth on the back cover of the Offer to Purchase. Any such notice of withdrawal or revocation must:
(i) specify the name of the participant in the book entry transfer facility whose name appears on
the security position listing as the owner of such Notes;
(ii) contain the description of the Notes to be withdrawn and the aggregate principal amount
represented by such Notes; and
(iii) specify the name and number of the account at the book entry transfer facility to be credited
with withdrawn Notes.
If the aggregate principal amount of Notes surrendered in the Asset Sale Offer exceeds the Asset Sale Amount, the Asset Sale Amount will be allocated among the Notes on a pro rata basis on the basis of the aggregate amount of tendered Notes. Holders whose Notes are only purchased in part will be transferred book-entry interest in the Notes equal in principal amount to the unpurchased Notes.
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 is 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 is not being 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. None of EP Energy, the Dealer Manager, the Tender Agent or the Trustee makes any recommendations as to whether Holders should tender their Notes pursuant to the Asset Sale Offer. Holders must make their own decisions as to whether to tender their Notes, and, if so, the principal amount of Notes to tender.
Forward Looking Statements
This press release may include “forward looking statements” within the meaning of Section 27A of the Securities Act 1933, as amended 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 forwardlooking 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 EP Energy operates. 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 EP Energy believes that the expectations reflected in such forward-looking statements are reasonable, it 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.