[Context: On October 2, Lime Rock Partners-backed CrownRock announced tender offers on $755m in senior notes. The company was founded in 2007 and is focused on the Permian. Further details and related links are below.]
CrownRock Announces Tender Offers for Its 7.125% Senior Notes due 2021 and 7.750% Senior Notes due 2023
MIDLAND, Texas, Oct. 2, 2017 /PRNewswire/ — CrownRock, L.P. (“CrownRock”) announced today that it has commenced two concurrent cash tender offers (the “offers”) to purchase any and all of the outstanding senior notes listed in the following table at the cash purchase prices shown in the column titled “Purchase Price per $1,000 of Notes.”
|Issuer(1)||Title of Security||CUSIP
|Principal Amount Outstanding||Purchase Price per $1,000 of Notes|
|CrownRock, L.P.||7.125% Senior Notes due 2021||228701AC2,
|CrownRock, L.P.||7.750% Senior Notes due 2023||228701AE8,
|(1) CrownRock Finance, Inc., a wholly owned subsidiary of CrownRock, L.P., is a co-issuer of each series of these securities.|
|(2) Includes $5.0 million of notes held by an affiliate of CrownRock in certificated form (CUSIP number 228701AD0) that will be tendered in the offers.|
Holders whose notes are purchased will also receive accrued and unpaid interest thereon from the applicable last interest payment date up to, but not including, the initial settlement date.
The offers are being made pursuant to the terms and conditions contained in the Offer to Purchase, Letter of Transmittal and Notice of Guaranteed Delivery, copies of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent for the offers, by calling (877) 478-5042 (toll free) or, for banks and brokers, (212) 269-5550. Copies of the Offer to Purchase, Letter of Transmittal and Notice of Guaranteed Delivery are also available at the following web address: http://www.dfking.com/crlp.
Each offer will expire at 5:00 p.m. New York City Time on October 10, 2017, unless extended or earlier terminated (such time and date as the same may be extended, the “Expiration Time”). Tendered notes may be withdrawn at any time before the Expiration Time. Holders of notes must validly tender and not validly withdraw their notes (or comply with the procedures for guaranteed delivery) before the Expiration Time to be eligible to receive the consideration for their notes.
Settlement for notes tendered prior to the Expiration Time and accepted for purchase will occur promptly after the Expiration Time, which is expected to be October 11, 2017, assuming that the offers are not extended or earlier terminated. The settlement date for any notes tendered pursuant to a Notice of Guaranteed Delivery is expected to be on October 13, 2017, subject to the same assumption.
The offer for each series of notes is conditioned upon the satisfaction of certain conditions, including the completion of a contemporaneous notes offering by CrownRock on terms and conditions (including, but not limited to, the amount of proceeds raised in such offering) satisfactory to CrownRock. Neither offer is conditioned upon any minimum amount of notes being tendered or the consummation of the other offer. Each offer may be amended, extended, terminated or withdrawn separately.
CrownRock has retained Credit Suisse Securities (USA) LLC to serve as the exclusive Dealer Manager for the offers. Questions regarding the terms of the offers may be directed to Credit Suisse Securities (USA) LLC, Liability Management Group, at (212) 538-2147 (collect) or (800) 820-1653 (U.S. toll-free).
This press release is neither an offer to purchase nor a solicitation of an offer to sell any notes in the offers. In addition, this press release is not an offer to sell or the solicitation of an offer to buy any securities issued in connection with any contemporaneous notes offering, nor shall there be any sale of the securities issued in such offering in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
CrownRock is an independent oil and natural gas company headquartered in Midland, Texas engaged in the acquisition, development, exploitation and exploration of oil and natural gas properties. The Company’s assets are located in Texas, New Mexico and Utah, and its operations are primarily focused on the development of its core Permian Basin assets.
CrownRock was organized in February 2007 as a Delaware limited partnership, and its principal executive offices are located at 18 Desta Drive, Midland, Texas 79705, and its telephone number there is (432) 818-0300.