HOUSTON, Dec. 20, 2017 /PRNewswire/ -- EP Energy LLC ("EP
Energy"), a wholly-owned subsidiary of EP Energy Corporation (NYSE: EPE), today announced the early tender results as of
5:00 p.m. New York City time on December
19, 2017 (the "Early Tender Time") of the previously-announced exchange offers ("Exchange Offers") and consent
solicitations ("Consent Solicitations") that it and its wholly-owned subsidiary, Everest Acquisition Finance Inc., as co-issuer
(together with EP Energy, the "Issuers"), launched on November 20, 2017 and amended on December 13, 2017 and December 15, 2017 to exchange up to $1.2 billion aggregate principal amount of new 9.375% Senior Secured Notes due 2024 (the "New Notes") and cash
for the Issuers' (i) 9.375% senior notes due 2020 (the "2020 Notes"), (ii) 7.75% senior notes due 2022 (the "2022 Notes") and/or
(iii) 6.375% senior notes due 2023 (the "2023 Notes" and together with the 2020 Notes and the 2022 Notes, the "Old Notes").
According to information provided by D.F. King & Co., Inc., as of the Early Tender Time (i) $891,608,000 in aggregate principal amount, or approximately 74.29%, of the 2020 Notes have been validly
tendered and not validly withdrawn, (ii) $44,872,000 in aggregate principal amount, or
approximately 17.94%, of the 2022 Notes and $103,686,000 in aggregate principal amount, or
approximately 20.00% of the 2023 Notes with Priority 2 Acceptance Level have been validly tendered and not validly withdrawn and
(iii) $8,533,000 in aggregate principal amount, or approximately 3.41%, of the 2022 Notes and
$35,346,000 in aggregate principal amount, or approximately 6.82%, of the 2023 Notes with Priority
3 Acceptance Level have been validly tendered and not validly withdrawn.
The Issuers have amended the terms of the Exchange Offers to provide that all holders that tender Old Notes prior to the
5:00 p.m. New York City time on December
28, 2017 (the "Expiration Time") will receive the Total Consideration for such Old Notes set forth in the Confidential
Offering Memorandum and Consent Solicitation, dated November 20, 2017 (as supplemented on
December 13, 2017 and December 15, 2017, the "Offering
Memorandum"). Holders of Old Notes who have not already tendered their Old Notes and delivered their consents may continue
to do so at any time prior to the Expiration Time pursuant to the terms set forth in the Offering Memorandum. Because the
Withdrawal Date has passed, holders who validly tender their notes or have already tendered their notes may no longer withdraw
such notes.
General
The Issuers may terminate, withdraw or amend the Exchange Offers and Consent Solicitations, either as a whole, or with respect
to one or more series of Old Notes, at any time and for any reason, including based on the acceptance rate and outcome of the
Exchange Offers or if any of the conditions described in the Offering Memorandum are not satisfied, subject to applicable
law.
The issuance of the New Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or
any state securities laws. The New Notes are being offered and issued only (1) in the United
States to holders of the Old Notes that are "qualified institutional buyers" as defined in Rule 144A under the Securities
Act, and (2) outside the United States to holders of the Old Notes that are not U.S.
persons in reliance upon Regulation S under the Securities Act. Accordingly, the New Notes will be subject to
restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and
other applicable securities laws, pursuant to registration or exemption therefrom.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
D.F. King & Co., Inc. is acting as the Information Agent for the Exchange Offers. Requests for the offering documents from
"Eligible Holders" may be directed to D.F. King & Co., Inc. at (212) 269-5550 (for brokers and banks) or (800) 207-3158
(for all others).
Neither the Issuers, their respective boards nor any other person makes any recommendation as to whether the holders of the
Old Notes should exchange their notes, and no one has been authorized to make such a recommendation. Holders of the Old
Notes must make their own decisions as to whether to exchange their notes, and if they decide to do so, the principal amount of
the notes to exchange.
About EP Energy LLC
The EP Energy team has a passion for finding and producing the oil and natural gas that enriches people's lives. EP
Energy has a proven strategy, a significant reserve base, multi-year drilling opportunities, and a strategic presence in a number
of the country's leading unconventional resource areas in North America. EP Energy is active in
key phases of the E&P value chain—acquiring, developing and producing oil and natural gas. For more information about
EP Energy, visit epenergy.com.
Forward-Looking Statements
This release includes certain forward-looking statements and projections of EP Energy. We have made every reasonable
effort to ensure that the information and assumptions on which these statements and projections are based are current,
reasonable, and complete. However, a variety of factors could cause actual results to differ materially from the
projections, anticipated results or other expectations expressed, including, without limitation, the volatility of and sustained
low oil, natural gas and NGL prices; the supply and demand for oil, natural gas and NGLs; the company's ability to meet
production volume targets; changes in commodity prices and basis differentials for oil and natural gas; the uncertainty of
estimating proved reserves and unproved resources; the future level of service and capital costs; the availability and cost of
financing to fund future exploration and production operations; the success of drilling programs with regard to proved
undeveloped reserves and unproved resources; the company's ability to comply with the covenants in various financing documents;
the company's ability to obtain necessary governmental approvals for proposed E&P projects and to successfully construct and
operate such projects; actions by the credit rating agencies; credit and performance risk of our lenders, trading counterparties,
customers, vendors, suppliers and third party operators; general economic and weather conditions in geographic regions or markets
served by the company, or where operations of the company are located, including the risk of a global recession and negative
impact on oil and natural gas demand; the uncertainties associated with governmental regulation, including any potential changes
in federal and state tax laws and regulations; competition; and other factors described in the company's Securities and Exchange
Commission filings. While the company makes these statements and projections in good faith, neither the company nor its
management can guarantee that anticipated future results will be achieved. Reference must be made to those filings for
additional important factors that may affect actual results. EP Energy assumes no obligation to publicly update or revise
any forward-looking statements made herein or any other forward-looking statements made by EP Energy, whether as a result of new
information, future events, or otherwise.
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SOURCE EP Energy LLC