CALGARY, Feb. 5, 2014 /CNW/ - Seven Generations Energy Ltd. (the "Company") announced today that it has closed a private placement (the "Offering") of US$300 million in aggregate principal amount of 8.250% Senior Notes due 2020 (the "Notes"). The Notes were issued under a supplemental indenture (the "Supplemental Indenture") to an indenture governing the terms of the Notes (the "Base Indenture") and were priced at 107% of par (implying a yield of 6.65%), resulting in gross proceeds to the Company of US$321 million.
The Company intends to use net proceeds from the Offering to fund, in part, its 2014 capital expenditure plan.
Prior to the Offering, there were outstanding US$400 million in aggregate principal amount of 8.250% Senior Notes due 2020 issued on May 10, 2013 (the "Initial Notes"). In connection with the Offering, the Company solicited consents (the "Consents") from the holders of the Initial Notes (the "Solicitation") to waive the debt incurrence test in the Base Indenture, so as to permit the Offering, provided that the aggregate principal amount of additional Notes issued in connection with the Offering does not exceed US$300 million. The Solicitation expired at 5:00 p.m., New York City time, on January 31, 2014 (the "Expiration Time"). By January 30, 2014, the Company had received Consents from holders of a majority in aggregate principal amount of the Initial Notes, and correspondingly entered into the Supplemental Indenture giving effect to the waiver and authorizing the issuance of the Notes.
As previously announced, the Company will pay to each holder of Initial Notes on record as of 5:00 p.m., New York City time, on January 23, 2014 who delivered a valid Consent in respect of such Initial Notes prior to the Expiration Time (and did not validly revoke its Consent prior to the execution of the Supplemental Indenture), US$5.00 in cash for each US$1,000 principal amount of such Initial Notes in respect of which a valid Consent was so delivered (and was not validly revoked) (the "Consent Fee"). The Company expects to pay the Consent Fee promptly. Holders of Initial Notes who delivered Consents but validly revoked their Consents in accordance with the Solicitation documents prior to the execution of the Supplemental Indenture, or who delivered Consents after the Expiration Time, will not receive a Consent Fee.
This press release is for informational purposes only. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities. The Notes have not and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act"). The Notes may not be offered or sold, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the US Securities Act, or to persons outside the United States in compliance with Regulation S and applicable Canadian exemptions. Any public offering of securities made in the United States would be made by means of a prospectus that would be obtainable from the Company and that would contain detailed information about the Company, its management and financial statements.
Seven Generations Energy Ltd. is a private oil and gas developer based in Calgary, Alberta. The Company is engaged in the delineation and development of its Kakwa River Project, a multi-zone, tight, rich gas project in the Alberta Deep Basin, approximately 100km south of Grande Prairie, Alberta.
This press release may contain forward-looking information and statements regarding the Company. Any statements included in this press release that address activities, events or developments that the Company "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: planned and unplanned capital expenditures; changes in general economic conditions; uncertainties in reserve, resource and production estimates; unanticipated recovery or production problems; weather-related interference with business operations; the effects of delays in completion of, or shut-ins of, gas and liquids gathering systems, pipelines and processing facilities; potential cost associated with complying with new or modified regulations; oil and natural gas prices and competition; the impact of derivative positions; production expense estimates; cash flow and cash flow estimates; drilling and operating risks; our ability to replace oil and gas reserves; volatility in the financial and credit markets or in oil and natural gas prices. Except as required by law, the Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change. Do not place undue reliance on forward-looking information.
SOURCE: Seven Generations Energy Ltd.
For further information:
Pat Carlson, Chief Executive Officer
Phone: (403) 718-0701
Email: [email protected]