AEW begins senior notes exchange offer

American Energy – Woodford LLC (AEW), an affiliate of American Energy Partners LP, has begun a private offer to exchange any and all of the outstanding 9.00% senior notes due 2022 held by eligible holders for newly issued 12.00% second lien notes due 2020.

The exchange offer will expire at 11:59 p.m., New York City time, on June 22.  In exchange for each $1,000 principal amount of existing notes that is validly tendered and not validly withdrawn at or prior to 5 p.m., New York City time, on June 8, the eligible holder will receive total exchange consideration consisting of $700 principal amount of the new notes.

The early participation consideration includes the early participation premium, which consists of $50 principal amount of new notes. In exchange for each $1,000 principal amount of existing notes that is validly tendered after the early participation date and not validly withdrawn prior to the expiration date, the eligible holder will receive total exchange consideration consisting of $650 principal amount of new notes.

As part of the exchange offer, AEW is also soliciting consents to certain amendments to the indenture under which the existing notes were issued from eligible holders of the existing notes. The amendments, if effected, will, among other things, eliminate or amend substantially all of the restrictive covenants and reporting requirements, and modify certain events of default and various other provisions contained in the existing indenture. Eligible holders of the existing notes may not consent to the amendments without tendering their existing notes in the exchange offer, and eligible holders may not tender their existing notes in the exchange offer without consenting to the amendments. 

Global Bondholder Services Corp. is serving as the exchange agent, solicitation agent, and information agent for the exchange offer.

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