Ascent Resources - Utica, LLC And ARU Finance Corporation Announce Settlement Of Their Offer To Exchange Outstanding 3.50% Convertible Subordinated Notes Due 2021 For New 3.50% Convertible Subordinated Notes Due 2021 And New Junior Secured Loans Due 2019

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Feb 25, 2016, 07:00 ET

OKLAHOMA CITY, Feb. 25, 2016 /PRNewswire/ -- Ascent Resources – Utica, LLC (formerly known as American Energy – Utica, LLC) ("ARU") and ARU Finance Corporation (formerly known as AEU Finance Corporation) ("Finco" and together with ARU, the "Issuers"), subsidiaries of Ascent Resources, LLC (formerly known as American Energy Appalachia Holdings, LLC) ("Ascent"), announced today the settlement of their private offer to exchange (the "Exchange Offer"), upon the terms and subject to the conditions set forth in the information memorandum, dated January 21, 2016, as supplemented on January 26, 2016, the related letter of transmittal and the related beneficial owner information form, any and all of the outstanding 3.50% Convertible Subordinated Notes due 2021 (the "Existing Convertible Notes") held by eligible holders, for newly issued 3.50% Convertible Subordinated Notes due 2021 (the "New Convertible Notes") and incremental junior secured loans due 2019 (the "New Junior Secured Loans").

On February 24, 2016 (the "Settlement Date"), the Issuers delivered an aggregate principal amount of approximately $639 million of New Convertible Notes and ARU incurred an aggregate principal amount of approximately $34 million of New Junior Secured Loans in connection with the Exchange Offer. A total of approximately $74 million in aggregate principal amount of the Existing Convertible Notes remains outstanding after settlement of the Exchange Offer.

As a condition to the effectiveness of the subscription agreement with respect to the New Convertible Notes, $212 million of equity was contributed to Ascent, of which $177 million was contributed to ARU.

The information agent and exchange agent for the Exchange Offer was Global Bondholder Services Corporation.

The New Convertible Notes have not been and will not be registered under the Securities Act or under any state securities laws. The New Convertible Notes may not be offered or sold within the United States or to or for the account or benefit of any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

About Ascent Resources – Utica, LLC:
Ascent Resources – Utica, LLC is an independent natural gas and oil company affiliated with Ascent Resources, LLC that is focused on the acquisition, development and production of unconventional natural gas, natural gas liquids and oil resources in the Utica Shale play in eastern Ohio.

About Ascent Resources, LLC:
Ascent Resources, LLC was created in December 2014 through the combination of Ascent Resources Utica Holdings, LLC (formerly known as American Energy Ohio Holdings, LLC) and Ascent Resources Marcellus Holdings, LLC (formerly known as American Energy Marcellus Holdings), which respectively own Ascent Resources – Utica, LLC and Ascent Resources – Marcellus, LLC (formerly known as American Energy – Marcellus, LLC). Since its inception, Ascent Resources, LLC has established a leading position in the Appalachian Basin, with approximately 280,000 net acres purchased or under contract.

Ascent Resources, LLC and Ascent Resources – Utica, LLC Media Contact: Ms. Anne Pearson, Dennard Lascar Associates, LLC, 210-408-6321, [email protected]

SOURCE Ascent Resources, LLC