Centennial Resource Development, Inc. Announces Commencement of Exchange Offers and Consent Solicitations for Any and All Outstanding 5.375% Senior Notes due 2026 and 6.875% Senior Notes due 2027
The following table sets forth the consideration to be offered to Eligible Holders of the Old Notes in the Exchange Offers:
|Title of Series of
|CUSIP No. / ISIN
defined below), if
tendered and not
to the Early
Tender Date (as
defined below), if
tendered after the
Early Tender Date
and prior to the
Expiration Date (as
|5.375% Senior Notes
|6.875% Senior Notes
(1) Total principal amount of New Notes for each
Eligible Holders who tender their Old Notes at or prior to
All Second Lien Notes will be issued before any Third Lien Notes are issued to Eligible Holders. In the event that the aggregate amount of Second Lien Notes to be issued in respect of Old Notes validly tendered (and not validly withdrawn) would exceed
In addition to the consideration described above, CRP will pay in cash accrued and unpaid interest on the Old Notes accepted in the Exchange Offers from the applicable latest interest payment date to, but not including, the settlement date for the Exchange Offers, which will occur promptly after the Expiration Date and is expected to occur on
In conjunction with the Exchange Offers, CRP is soliciting consents (the “Consent Solicitations”) from holders of each series of Old Notes (“Consents”) to certain proposed amendments to the indenture governing the Old 2026 Notes (the “Old 2026 Notes Indenture”) and to the indenture governing the Old 2027 Notes (the “Old 2027 Notes Indenture” and, together with the Old 2026 Notes Indenture, the “Old Notes Indentures”) to eliminate substantially all of the restrictive covenants and certain of the default provisions contained therein (the “Proposed Amendments”). The Exchange Offers are not conditioned upon receiving Requisite Consents (as defined below) from holders of the Old Notes. Following consummation of the Exchange Offers and the Consent Solicitations, and upon effectiveness of the Proposed Amendments, any holders of the Old Notes that do not participate in the Exchange Offers would rank effectively junior to the New Notes.
CRP must receive Consents from holders representing a majority of the outstanding principal amount of each series of Old Notes to adopt the Proposed Amendments to the applicable Old Notes Indenture (the “Requisite Consents”). Eligible Holders of Old Notes may not tender Old Notes without delivering the related Consents, and Eligible Holders of Old Notes may not deliver Consents without tendering the related Old Notes. The Exchange Offers and Consent Solicitations may be terminated, withdrawn, amended or extended at any time and for any reason. Neither of the Exchange Offers is conditioned upon any minimum amount of Old Notes tendered or the receipt of the Requisite Consents to the Proposed Amendments.
Tenders of Old Notes in the Exchange Offers may be validly withdrawn at any time prior to
The Exchange Offers and Consent Solicitations will only be made, and the New Notes are only being offered and issued, to holders of Old Notes who are (a) reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or (b) not “U.S. persons” as defined in Rule 902 under the Securities Act and are in compliance with Regulation S under the Securities Act (such holders, the “Eligible Holders”). Only Eligible Holders who have completed and returned the eligibility letter are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offers and Consent Solicitations. Eligible Holders of the Old Notes who desire to obtain and complete an eligibility form should contact the information agent and exchange agent,
Eligible Holders of the Old Notes are urged to carefully read the Offering Memorandum before making any decision with respect to the Exchange Offers and Consent Solicitations. None of the Company, CRP, the dealer managers, the trustee with respect to the Old Notes and the New Notes, the information and exchange agent or any affiliate of any of them makes any recommendation as to whether Eligible Holders of the Old Notes should exchange their Old Notes for New Notes in the Exchange Offers, and no one has been authorized by any of them to make such a recommendation. Eligible Holders must make their own decision as to whether to tender Old Notes and, if so, the principal amount of Old Notes to tender.
The New Notes and the Exchange Offers have not been and will not be registered with the
Centennial is an independent oil and natural gas company focused on the development of unconventional oil and associated liquids-rich natural gas reserves in the
Cautionary Note Regarding Forward-Looking Statements
The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact included in this press release, regarding CRP’s ability to complete the Exchange Offers and Consent Solicitations are forward-looking statements. When used in this press release, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “goal,” “plan,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events.
The Company cautions you that these forward-looking statements are subject to a variety of risks and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. Important information about issues that could cause actual results and plans to differ materially from those expressed in any forward-looking statements can be found in the Company’s public periodic filings with the
Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release.
Director, Investor Relations
Source: Centennial Resource Development