DALLAS–(BUSINESS WIRE)–Aethon United BR LP (“Aethon United,” “we,” “us” or “our”) today announced the pricing terms of the previously announced cash tender offer to purchase (the “Tender Offer”) any and all of the outstanding senior notes (the “Notes”) listed in the following table upon the terms and conditions described in the Offer to Purchase, dated September 19, 2024 (the “Offer to Purchase”), of Aethon United and its wholly-owned subsidiary Aethon United Finance Corp. (together with Aethon United, the “Offerors”).
Certain information regarding the Notes and the U.S. Treasury Reference Security, the Bloomberg reference page and the fixed spread is set forth in the table below.
Title of Security
CUSIP Numbers
Principal Amount Outstanding
U.S. Treasury Reference Security
Bloomberg Reference Page
Reference
Yield
Fixed Spread
(basis points)
Purchase
Price
8.25% Senior Notes due 2026
00810G AC8 (144A) / U0082F AB0 (Reg S)
$750,000,000
1.500% U.S. Treasury due, February 15, 2025
FIT3
4.510%
0
$1,013.52
The “Purchase Price” for each $1,000 principal amount of the Notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the Tender Offer was determined in the manner described in the Offer to Purchase by reference to the fixed spread specified above plus the yield based on the average of the bid-side and offer-side price of the U.S. Treasury Reference Security specified above, as quoted on the Bloomberg Bond Trader FIT3 series of pages, at 2:00 p.m. New York City time, on September 25, 2024, the date on which the Tender Offer is currently scheduled to expire. The Purchase Price is based on a yield to February 15, 2025, the date of the next specified redemption price reduction under the indenture governing the Notes, and assuming the Notes are redeemed on February 15, 2025, at the specified redemption price for such date of 100.000% of the principal amount, as described in the Offer to Purchase.
In addition to the Purchase Price, holders whose Notes are purchased pursuant to the Tender Offer will also receive accrued and unpaid interest thereon from the last interest payment date up to, but not including, the initial date on which the Offerors make payment for such Notes, which date is currently expected to be October 1, 2024, assuming that the Tender Offer is not extended or earlier terminated.
The Tender Offer is being made pursuant to the terms and conditions contained in the Offer to Purchase and Notice of Guaranteed Delivery, copies of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer, by calling (800) 290-6427 (toll-free) or, for banks and brokers, (212) 269-5550. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are also available at the following web address: www.dfking.com/aethon; or by requesting via email at aethon@dfking.com.
The Tender Offer will expire at 5:00 p.m., New York City time, on September 25, 2024 unless extended or earlier terminated (such time and date, as the same may be extended, the “Expiration Time”). Tendered Notes may be withdrawn at any time before the Expiration Time. Holders of Notes must validly tender and not validly withdraw their Notes (or comply with the procedures for guaranteed delivery) before the Expiration Time to be eligible to receive the Purchase Price for their Notes.
Settlement for all Notes tendered prior to the Expiration Time or pursuant to a Notice of Guaranteed Delivery is expected to be October 1, 2024, assuming that the Tender Offer is not extended or earlier terminated.
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
