DALLAS–(BUSINESS WIRE)–Aethon United BR LP (“Aethon United,” “we,” “us” or “our”) today announced the final results and expiration of the previously announced cash tender offer to purchase (the “Tender Offer”) any and all of the outstanding 8.25% Senior Notes due 2026 (the “Notes”) of Aethon United and its wholly-owned subsidiary Aethon United Finance Corp. (together with Aethon United, the “Offerors”). As of 5:00 p.m., New York City time, on September 25, 2024, the expiration time for the Tender Offer (the “Expiration Time”), the Offerors had received tenders for an aggregate principal amount of $733,474,000 of the outstanding Notes, or 97.80% of the aggregate principal amount of the Notes outstanding. These amounts exclude $3,463,000 aggregate principal amount of the Notes that remain subject to the guaranteed delivery procedures described in the Offer to Purchase and the Notice of Guaranteed Delivery (each as defined below).
The Tender Offer was made pursuant to the terms and conditions contained in the Offer to Purchase, dated September 19, 2024 (the “Offer to Purchase”), and the related notice of guaranteed delivery for the Tender Offer (the “Notice of Guaranteed Delivery”).
In accordance with the terms of the Tender Offer, the Offerors will pay the purchase price (the “Purchase Price”) for the Notes validly tendered prior to the Expiration Time or pursuant to the Notice of Guaranteed Delivery on October 1, 2024 (the “Settlement Date”). The Purchase Price to be paid for the Notes is $1,013.52 for each $1,000 principal amount of the Notes validly tendered and accepted for purchase pursuant to the Tender Offer, plus accrued and unpaid interest on the Notes validly tendered and accepted for purchase from the last interest payment date up to, but not including, the Settlement Date. For avoidance of doubt, interest on the Notes will cease to accrue on the Settlement Date for all Notes accepted in the Tender Offer. All Notes purchased on the Settlement Date will subsequently be retired.
There can be no assurance that any Notes will be purchased. The Tender Offer is conditioned upon the satisfaction of certain conditions, including the completion of a contemporaneous debt financing (the “Debt Financing”) by the Offerors on terms and conditions (including, but not limited to, the amount of proceeds raised in such Debt Financing) satisfactory to the Offerors. The Tender Offer is not conditioned upon any minimum amount of Notes being tendered. The Tender Offer may be amended, extended, terminated or withdrawn. The Offerors intend to use a portion of the net proceeds of the Debt Financing to fund the purchase of the Notes in the Tender Offer.
Subject to completion of the Tender Offer, we intend to redeem all Notes not purchased in the Tender Offer on or about February 15, 2025 (the “Redemption”) at a redemption price of 100.000% of the principal amount, plus accrued and unpaid interest, if any, to the redemption date.
The Offerors have retained J.P. Morgan Securities LLC to serve as the exclusive Dealer Manager for the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to J.P. Morgan Securities LLC, Liability Management Group, at (866) 834-4666 (toll-free) or (212) 834-4818 (collect).
This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offer and does not constitute a notice of redemption for the Notes.
About Aethon United
Aethon United is a natural gas company primarily engaged in the development, exploitation and exploration of natural gas properties and is one of the largest privately held producers in the Haynesville Basin of East Texas and North Louisiana. Our vertically integrated strategy drives peer-leading operating margins and significant cash flow assurance with more than 800 miles of natural gas gathering pipelines and over 1.75 Bcf/d of treating capacity. Aethon’s large, concentrated position in the Haynesville, proximity to Gulf Coast markets, scalable development program and low-cost midstream access provides one of the lowest cost structures and lower emissions profiles among natural gas producers in the Lower 48. Aethon United is managed by Aethon Energy Management.
About Aethon Energy Management
Aethon Energy Management is a private investment firm and registered investment adviser that manages closed-end funds focused on acquiring, operating, and developing onshore energy resources across North America. Headquartered in Dallas, TX, Aethon has deployed more than $9 billion over a 34-year track record while generating attractive returns for its fund investors across multiple commodity price cycles. Aethon’s vertically integrated strategy provides capital efficient growth, combined with disciplined risk management to support cash flow assurance. Today, Aethon is a leading, low-emission operator and one of the largest private natural gas producers and suppliers to LNG facilities in the U.S., including more than 1,700 miles of midstream infrastructure.
Forward-Looking and Cautionary Statements
The information in this includes “forward-looking statements.” All statements included in this press release regarding the Debt Financing and the use of proceeds therefrom, including the Tender Offer and the timing and outcome thereof and the Redemption, our strategy, 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” 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 our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.
Should one or more of the risks or uncertainties described in this press release occur, or should any underlying assumptions prove incorrect, our 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 we or persons acting on our behalf may issue.
Except as otherwise required by applicable law, we disclaim 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.
Contacts
Clayton McGratty
Phone: +1 (214) 356-7959
Email: cmcgratty@aethonenergy.com
Matthew Cain
Phone: +1 (214) 499-3349
Email: mcain@aethonenergy.com
Andrew Von Kerens
Phone: +1 (817) 456-2280
Email: avonkerens@aethonenergy.com
