[Context: On January 30, EnVen Energy, backed by EIG and Sankaty, announced an offering of $325m senior secured second lien notes. The offshore Gulf of Mexico operator Further details and related links are below.]
EnVen Announces Launch of Offering of Senior Secured Second Lien Notes
Houston, TX, January 30, 2018 – EnVen Energy Corporation (the “Company” or “EnVen”) today announced that it has commenced an offering of $325 million aggregate principal amount of senior secured second lien notes due 2023 (the “Notes”) through its wholly owned subsidiary Energy Ventures GoM LLC (the “Issuer”) in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be co-issued by the Issuer’s wholly owned subsidiary, EnVen Finance Corporation.
The Notes will initially be guaranteed on a senior secured second-priority basis by the Company and the Company’s domestic subsidiaries that guarantee the Issuer’s first lien revolving credit facility (the “Revolving Credit Facility”). The Notes and the related guarantees will be secured by second-priority liens on the Company’s and the guarantors’ assets that secure all of the indebtedness under the Revolving Credit Facility, subject to certain exceptions. The net proceeds from the offering of the Notes will be used for the repayment of all outstanding indebtedness under the Issuer’s Revolving Credit Facility and second lien term loan facility and to the extent any net proceeds remain, for general corporate purposes. In connection with the offering of the Notes, the Company intends to amend the Revolving Credit Facility to increase the borrowing base to $231.25 million and extend the maturity date to 2022.
The offering of the Notes is conditioned on the amendment of the Revolving Credit Facility, and the amendment of the Revolving Credit Facility is conditioned on the consummation of the offering of the Notes. Consummation of the offering of the Notes and the amendment of the Revolving Credit Facility are subject to market and other conditions, and there can be no assurance that these financing transactions will be successfully completed on the terms described above, or at all.
The Notes have not and will not be registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from such registration requirements. Accordingly, the Notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions outside the United States in accordance with Regulation S under the Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the Notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
EnVen is an independent oil and natural gas company engaged in the development, exploitation and acquisition of primarily crude oil in the deepwater region of the U.S. Gulf of Mexico, headquartered in Houston, Texas.