Ascent Resources Utica Holdings Announces Early Results Of Its Exchange Offer And Consent Solicitation, Including Satisfaction Of The Minimum Tender Condition

OKLAHOMA CITY, Sept. 23, 2020 /PRNewswire/ -- Ascent Resources Utica Holdings, LLC ("Ascent", the "Company" or "our") today announced the results, as of the Early Tender Deadline (as defined below), of its previously announced offer to exchange (the "Exchange Offer") its outstanding 10.0% Senior Notes due 2022 (the "Old Notes") at par for a combination of new Second Lien Term Loans with a maturity date of November 1, 2025 (the "New Term Loans") and new 9.0% Senior Notes due 2027 (the "New Notes" and, together with the New Term Loans, the "New Debt").

As of 5:00 p.m., New York City time, on September 23, 2020 (the "Early Tender Deadline"), approximately $855.6 million (or 92.5%) of Old Notes had been tendered in the Exchange Offer and Consent Solicitation (defined below). Based on results to date, $538.0 million principal amount of New Term Loans would be borrowed and approximately $317.6 million of New Notes would be issued in exchange for Old Notes upon closing of the Exchange Offer and Consent Solicitation. The Exchange Offer and Consent Solicitation are subject to the satisfaction of certain conditions as described in the confidential offering memorandum and consent solicitation statement dated September 10, 2020 (as supplemented by the first supplement dated September 22, 2020 and as may be further amended or supplemented from time to time, the "Offering Memorandum"), including, among other things, the valid tender of at least 85% of the outstanding principal amount of Old Notes on or prior to the Expiration Date (as defined below), which condition has been met as of the Early Tender Deadline.

The following table sets forth the aggregate principal amount of Old Notes that were validly tendered and not validly withdrawn on or prior to the Early Tender Deadline and the consideration to be offered to Eligible Lenders or Eligible Holders (each as defined below), as applicable, of such Old Notes in the Exchange Offer and Consent Solicitation:

The Early Tender Deadline also served as the withdrawal deadline for the Exchange Offer and Consent Solicitation. As a result, validly tendered Old Notes and Consents that have been delivered may no longer be withdrawn or revoked, subject to applicable law.

The Exchange Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on October 7, 2020 unless extended by the Company in its sole discretion, subject to applicable law and the terms and conditions of the previously announced Support Agreement with certain holders of the Old Notes (such time and date, the "Expiration Date"). Except as described herein, the complete terms and conditions of the Exchange Offer and the Consent Solicitation remain the same as set forth and detailed in the Offering Memorandum.  Ascent reserves the right to amend, extend or terminate the Exchange Offer and Consent Solicitation at any time, subject to the terms and conditions of the Support Agreement.

Ascent expects to make payment for Old Notes it has accepted for exchange as of the Early Tender Deadline on October 13, 2020 (the date of such payment, the "Settlement Date"). Eligible Lenders or Eligible Holders, as applicable, who validly tendered (and did not validly withdraw) Old Notes prior to the Early Tender Deadline will receive $1,000 principal amount of New Debt for each $1,000 principal amount of such Old Notes tendered and accepted for exchange (the "Early Exchange Consideration"). Eligible Lenders or Eligible Holders, as applicable, who validly tender the Old Notes following the Early Tender Deadline and on or prior to the Expiration Date will be eligible to receive $950 principal amount of New Debt for each $1,000 principal amount of Old Notes tendered and accepted for exchange.

In addition to the consideration described above, the Company will pay in cash accrued and unpaid interest on the Old Notes accepted in the Exchange Offer and Consent Solicitation from the applicable latest interest payment date to, but not including, the Settlement Date. Interest on the New Notes and New Term Loans will accrue from the Settlement Date.

In conjunction with the Exchange Offer, the Company is soliciting consents (the "Consent Solicitation") from Eligible Holders of Old Notes ("Consents") to certain proposed amendments to the indenture governing the Old Notes (the "Old Notes Indenture"), to eliminate substantially all the restrictive covenants, modify covenants regarding mergers and consolidations, eliminate certain events of default, and modify or eliminate certain other provisions contained in the Old Notes Indenture (the "Proposed Amendments"). As of the Early Tender Deadline, the Company has received Consents from Eligible Holders representing at least a majority of the outstanding principal amount of Old Notes and, accordingly, expects the Proposed Amendments to become operative on the Settlement Date. A supplemental indenture giving effect to the Proposed Amendments with respect to the Old Notes will be executed promptly following the Expiration Date. 

The Exchange Offer and the Consent Solicitation are only being made, and the New Notes are only being made available, to holders of Old Notes that are either (a) "qualified institutional buyers" as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), (b) persons that are not "U.S. persons" as defined in Rule 902 under the Securities Act and are acquiring the New Notes and New Term Loans in offshore transactions in compliance with Regulation S under the Securities Act or (c) institutions where permitted in certain jurisdictions that can provide certifications and other documentation satisfactory to the Company that they are "accredited investors" as defined in subparagraphs (a)(1), (2), (3) or (7) of Rule 501 under the Securities Act (such holders, the "Eligible Holders"). In addition, the New Term Loans are only being made available to Eligible Holders that are either banks or other institutional lenders that engage in making bank loans or similar extensions of credit in the ordinary course of business (the "Eligible Lenders").

Eligible Holders of the Old Notes may obtain copies of the Offering Memorandum pursuant to which the Exchange Offer and Consent Solicitation is being made from D.F. King & Co., Inc., at (877) 732-3614 (toll-free) or (212) 269-5550 (for banks and brokers), email [email protected] or access the website at www.dfking.com/ascentr.

Eligible Holders are urged to carefully read the Offering Memorandum before making any decision with respect to the Exchange Offer and Consent Solicitation. None of the Company, the trustee with respect to the Old Notes, the arranger of the New Term Loans, the administrative agent with respect to the Term Loan Credit Agreement (as defined in the Offering Memorandum), the information agent or any affiliate of any of them makes any recommendation as to whether Eligible Holders should tender their Old Notes in response to the Exchange Offer and Consent Solicitation, and no one has been authorized by any of them to make such a recommendation. Eligible Holders must make their own decision as to whether to participate in the tender of their Old Notes in response to the Exchange Offer and Consent Solicitation and, if so, the principal amount of Old Notes for which an Eligible Holder would like to tender.

About Ascent Resources:

Ascent is the eighth largest producer of natural gas in the United States in terms of daily production and is focused on acquiring, developing, producing, and operating natural gas and oil properties located in the Utica Shale in Southeast Ohio. With a continued focus on good corporate citizenship, Ascent is committed to mitigating its environmental impact, while delivering low-cost, clean-burning energy to our country and the world. For more information, including our current ESG report, visit www.ascentresources.com.

This press release contains forward-looking statements within the meaning of US federal securities laws. Forward-looking statements in this press release include, but are not limited to, statements regarding the anticipated pricing and terms of the New Term Loans and New Notes, as well as the anticipated Settlement Date. These statements are not guarantees of future performance and are subject to known and unknown risks and uncertainties. Actual results may vary materially from those expressed or implied in this press release. These statements are made as of the date of this press release and Ascent undertakes no duty or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Contact:
James Short
Investor Relations
[email protected]

SOURCE Ascent Resources, LLC

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