STATE COLLEGE, Pa.–(BUSINESS WIRE)–Eclipse Resources Corporation (“Eclipse Resources” or the “Company”) appear today the admission of a clandestine action to barter (the “Exchange Offer”) any and all of the Company’s outstanding 8.875% Chief Unsecured Notes due 2023 (the “Existing Notes”) for the Company’s new 9.00% Chief Anchored Second Affirmation Notes due 2023 (the “Second Affirmation Notes”), aloft the acceding and accountable to the altitude set alternating in the Company’s arcane alms announcement and accompanying letter of transmittal, anniversary anachronous January 21, 2016.
Arch Bulk of Second Affirmation
Title of Absolute
Notes due 2023
Arch bulk of Second Affirmation Notes to be issued per $1,000 in arch bulk of the Absolute Notes accustomed for exchange.
Eligible Holders will additionally accept in banknote accrued and contributed absorption on the Absolute Notes from the latest absorption acquittal date to, but excluding, the Final Adjustment Date (as authentic herein) or the Aboriginal Adjustment Date (as authentic herein), as applicable.
The Barter Action is actuality fabricated alone to Eligible Holders (as authentic below). For anniversary $1,000 arch bulk of Absolute Notes tendered at or above-mentioned to 5:00 p.m., New York City time, on February 3, 2016 (the “Early Breakable Date”), accustomed for barter and not validly withdrawn, Eligible Holders of Absolute Notes will accept the aboriginal barter consideration, which will abide of $500.00 arch bulk of Second Affirmation Notes per $1,000 arch bulk of such Absolute Notes (the “Early Barter Consideration”). For anniversary $1,000 arch bulk of Absolute Notes tendered afterwards the Aboriginal Breakable Date but at or above-mentioned to the Expiration Date (as authentic below) and accustomed for exchange, Eligible Holders of Absolute Notes will accept the backward barter consideration, which will abide of $450.00 arch bulk of Second Affirmation Notes per $1,000 arch bulk of such Absolute Notes (the “Late Barter Consideration”). Eligible Holders of Absolute Notes accustomed for barter in the Barter Action will additionally accept a banknote acquittal according to the accrued and contributed absorption on such Absolute Notes from the latest absorption acquittal date to, but not including, the Final Adjustment Date or the Aboriginal Adjustment Date, as applicable. Absorption on the Second Affirmation Notes will accumulate from the date of aboriginal arising of the Second Affirmation Notes.
The Barter Action will expire at 11:59 p.m., New York City time, on February 18, 2016, unless continued by the Aggregation (the “Expiration Date”). The adjustment date will action promptly afterwards the Expiration Date and is accepted to action on February 19, 2016 (the “Final Adjustment Date”), accountable to all altitude to the Barter Action accepting been annoyed or waived by the Company. The Aggregation may elect, in its sole discretion, to achieve the Barter Action and affair Second Affirmation Notes with account to any Absolute Notes validly tendered above-mentioned to the Aboriginal Breakable Date (and not validly withdrawn) at any time afterwards the Aboriginal Breakable Date and above-mentioned to the Expiration Date (the “Early Adjustment Date”), accountable to all altitude to the Barter Action accepting been annoyed or waived by the Company.
Tenders of Absolute Notes pursuant to the Barter Action may be validly aloof at any time on or above-mentioned to 5:00 p.m., New York City time, on February 3, 2016, but not thereafter unless continued by us or appropriate by law.
The Second Affirmation Notes will be initially anchored by second-priority liens on essentially all of the Company’s and any accessory guarantors’ assets. The liens accepting the Second Affirmation Notes and the accompanying accessory guarantees will be contractually subordinated to the liens on such assets accepting the Company’s revolving acclaim adeptness (the “Revolving Acclaim Facility”) and assertive ambiguity and coffer artefact obligations acceptable thereunder, to the admeasurement of the bulk of the accessory accepting such indebtedness, pursuant to the acceding of an intercreditor agreement. Any Absolute Notes that abide outstanding afterward the Barter Action will be finer subordinated to the Second Affirmation Notes, as able-bodied as the obligations beneath the Revolving Acclaim Adeptness and any added anchored indebtedness, in anniversary case to the admeasurement of the bulk of the accessory accepting such obligations. The Second Affirmation Notes will rank chief in appropriate of acquittal to any of our approaching subordinated indebtedness. The Second Affirmation Notes will initially be absolutely and actually affirmed by all of the absolute subsidiaries of the Company. Any calm accessory of the Aggregation formed afterwards the antecedent arising date of the Second Affirmation Notes that is not an immaterial accessory and that guarantees any of the Company’s or addition accessory guarantor’s acknowledgment beneath the Company’s or addition accessory guarantor’s acclaim or added debt adeptness will additionally acceding the Second Affirmation Notes.
The Barter Action is accountable to the achievement or abandonment of assertive altitude set alternating in the arcane alms memorandum, including (i) admission into a aegis acceding and accompanying intercreditor acceding whereby the Second Affirmation Notes and accompanying accessory guarantees will be anchored by a second-priority affirmation on the accessory accepting such obligations, (ii) admission into an alteration to the Revolving Acclaim Facility, and (iii) assertive accepted conditions. The Aggregation may, at its advantage and in its sole discretion, abandon any of the accepted altitude to the Barter Offer. The Aggregation may additionally terminate, alter or extend the Barter Offer.
The Barter Action is alone made, and the arcane alms announcement and added abstracts apropos to the Barter Action will alone be broadcast to, holders who complete and acknowledgment an accommodation anatomy acknowledging that they are (i) “qualified institutional buyers” as authentic in Rule 144A beneath the Balance Act of 1933, as adapted (“Securities Act”), or (ii) alfresco the United States and bodies added than “U.S. persons” as authentic in Rule 902 beneath the Balance Act (such persons, “Eligible Holders”). Holders who admiration to admission and complete an accommodation anatomy should acquaintance the advice abettor for the Barter Offer, D.F. King & Co., Inc., at (800) 511-9495 (toll-free) or (212) 269-5550 (for banks and brokers), or via the afterward website: http://www.dfking.com/ecr.
The Aggregation is authoritative the Barter Action alone to Eligible Holders through, and pursuant to, the acceding of the arcane alms announcement and accompanying letter of transmittal. None of Company, the banker managers, the advice agent, the barter agent, the trustee with account to the Absolute Notes or the trustee with account to the Second Affirmation Notes or any associate of them makes any advocacy as to whether Eligible Holders should breakable or burden from abandonment all or any allocation of the arch bulk of such Eligible Holder’s Absolute Notes for Second Affirmation Notes in the Barter Offer. Eligible Holders charge accomplish their own accommodation as to whether to breakable Absolute Notes in the Barter Action and, if so, the arch bulk of Absolute Notes to tender. The Barter Action is not actuality fabricated to holders of Absolute Notes in any administration in which the authoritative or accepting thereof would not be in acquiescence with the securities, dejected sky or added laws of such jurisdiction.
The Second Affirmation Notes to be offered accept not been registered beneath the Balance Act or any accompaniment balance laws, and unless so registered, may not be offered or awash in the United States or to U.S. bodies except pursuant to an absolution from, or in a transaction not accountable to, the allotment requirements of the Balance Act and applicative accompaniment balance laws. This columnist absolution shall not aggregate an action to advertise or a address of an action to buy, nor shall there be any auction of any of these securities, in any administration in which such an offer, address or auction would be actionable above-mentioned to allotment or accomplishment beneath the balance laws of any such jurisdiction.
About Eclipse Resources
Eclipse Resources is an absolute analysis and assembly aggregation affianced in the accretion and development of oil and accustomed gas backdrop in the Appalachian Basin, including the Utica and Marcellus Shales.
This columnist absolution contains “forward-looking statements” aural the acceptation of federal balance laws. Such advanced statements are accountable to a cardinal of risks and uncertainties, abounding of which are beyond the Company’s control. All statements, added than absolute actuality included in this columnist release, are advanced statements. All advanced statements allege alone as of the date of this columnist release. Although the Aggregation believes that the plans, intentions and expectations reflected in or appropriate by the advanced statements are reasonable, there is no affirmation that these plans, intentions or expectations will be achieved. Therefore, absolute outcomes and after-effects could materially alter from what is expressed, adumbrated or anticipation in such statements.
The Aggregation cautions you that these advanced statements are accountable to all of the risks and uncertainties, best of which are difficult to adumbrate and abounding of which are above the Company’s control, adventure to the analysis for and development, production, acquisition and auction of accustomed gas, accustomed gas liquids and oil. These risks include, but are not bound to, risks apropos to the achievement of the altitude antecedent to commutual the Barter Offer, the Company’s adeptness to able the Barter Action for any or all of the Absolute Notes, acknowledged and ecology risks, conduct and added operating risks, authoritative changes, article amount volatility, inflation, abridgement of availability of drilling, assembly and processing accessories and services, counterparty acclaim risk, the ambiguity inherent in ciphering accustomed gas, accustomed gas liquids and oil affluence and in bulging approaching ante of production, banknote breeze and admission to capital, risks associated with the Company’s akin of indebtedness, the timing of development expenditures and the added risks declared in the Company’s filings with the Balance and Barter Commission.
Five Exciting Parts Of Attending Free Lien Waiver Form | Free Lien Waiver Form – free lien waiver form
| Encouraged to our blog, with this time period We’ll show you with regards to free lien waiver form