EPL Oil & Gas, Inc. Announces Planned $250 Million Private Placement of 8.25%
Senior Notes Due 2018
NEW ORLEANS, Oct. 15, 2012 (GLOBE NEWSWIRE) -- EPL Oil & Gas, Inc. ("EPL" or
the "Company") (NYSE:EPL) announced today that it intends to offer for sale in
a private placement pursuant to Rule 144A and Regulation S under the
Securities Act of 1933, as amended (the "Securities Act"), to eligible
purchasers $250 million in aggregate principal amount of 8.25% senior
unsecured notes due 2018 (the "Senior Notes").
The net proceeds from the sale of Senior Notes will be deposited into escrow
pending completion of the Company's previously announced acquisition from
Hilcorp Energy GOM Holdings, LLC of 100% of the issued and outstanding member
interests of Hilcorp Energy GOM, LLC, which owns certain shallow-water Gulf of
Mexico shelf oil and natural gas interests (the "Hilcorp Acquisition"). Upon
release of the net proceeds from escrow at the closing of the Hilcorp
Acquisition, EPL will use those net proceeds to fund a portion of the purchase
price for the Hilcorp Acquisition.
The Hilcorp Acquisition is expected to close in the first half of the fourth
quarter, assuming all conditions to closing of the Hilcorp Acquisition have
been satisfied. The private placement of Senior Notes is not a condition to
the closing of the Hilcorp Acquisition.If the closing of the Hilcorp
Acquisition does not occur on or prior to December 31, 2012, or if the
purchase and sale agreement regarding the Hilcorp Acquisition is terminated at
any time on or prior to December 31, 2012, EPL will be required to use the
escrowed funds to redeem the Senior Notes at a price equal to 100% of the
principal amount plus accrued interest to the redemption date.
The offering of the Senior Notes is subject to market and other conditions and
there can be no assurance that the offering will be consummated on the terms
described above, or that the offering will be consummated at all.
The securities to be offered have not been registered under the Securities
Act, or any state securities laws, and unless so registered, the securities
may not be offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws. EPL
plans to offer and sell the notes only to "qualified institutional buyers" as
defined in Rule 144A under the Securities Act and in offshore transactions
pursuant to Regulation S under the Securities Act.
This press release shall not constitute an offer to sell, or the solicitation
of an offer to buy, any of these securities, nor shall there be any sale of
these securities in any state in which such offer, solicitation, or sale would
be unlawful prior to registration or qualification under the securities laws
of such states.
Description of the Company
Founded in 1998, EPL is an independent oil and natural gas exploration and
production company based in New Orleans, Louisiana, and Houston, Texas.The
Company's operations are concentrated in the U.S. Gulf of Mexico shelf,
focusing on the state and federal waters offshore Louisiana.For more
information, please visit www.eplweb.com.
This press release may contain forward-looking information and statements
regarding EPL. Any statements included in this press release that address
activities, events or developments that EPL "expects," "believes," "plans,"
"projects," "estimates" or "anticipates" will or may occur in the future are
forward-looking statements. Actual results may differ materially due to a
variety of important factors. Among other items, such factors might include:
the inability of the Companyto sell the Senior Notes on terms satisfactory to
the Company; the failure ofthe conditions to the closing of the Hilcorp
Acquisition to be satisfied or waived; volatility in the financial and credit
markets or in oil and natural gas prices; and other matters that are discussed
in EPL's filings with the Securities and Exchange Commission.
T.J. Thom, Chief Financial Officer
EPL Oil & Gas, Inc. Logo
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