American Energy - Utica, LLC Announces An Additional $1.25 Billion In Capital Raised, Increasing Total Capital Raised Since October 2013 To $2.9 Billion

OKLAHOMA CITY, Feb. 19, 2014 /PRNewswire/ -- American Energy – Utica, LLC (AEU), an affiliate of American Energy Partners, LP (AEP-LP), announced today that it has priced $750 million of seven-year 3.5% convertible subordinated notes.  The offering was upsized from an initial amount of $500 million.  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.  Upon conversion, holders of the notes will receive a number of shares equal to the greater of (x) $750 million divided by a conversion price equal to an agreed discount to the public offering price and (y) 15% of the equity value of AEU at the time of the public offering, in each case subject to certain adjustments.

Concurrently with the closing of the offering of the notes, AEU will enter into an amendment of its senior secured credit facility to provide for $500 million of incremental borrowings under its term loan facility, which increases AEU's total borrowing capacity to $950 million.  Subject to satisfaction of customary closing conditions, AEU expects the offering of the notes and increase in the term loan capacity to close on February 27, 2014.

AEU intends to use the net proceeds from the offering and the incremental term loan borrowings to facilitate the funding of its pending leasehold acquisitions and planned capital expenditures for its drilling and development program in the southern Utica Shale.

AEU has not registered the notes and any common stock issuable upon the conversion of the notes under the Securities Act of 1933 (the "Securities Act"), as amended, any other federal securities laws or the laws of any state. The initial purchasers in the offering are offering the notes only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under 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. For the life of the notes, the notes can only be transferred to qualified institutional buyers pursuant to Rule 144A under the Securities Act.

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.

SOURCE American Energy Partners, LP

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