News

OKLAHOMA CITY, OK, October 9, 2024 — Ascent Resources Utica Holdings, LLC (“Ascent”) and its wholly owned subsidiary, ARU Finance Corporation (collectively, the “Offerors”), today announced the final results and expiration of the previously announced cash tender offer to purchase (the “Tender Offer”) any and all of the Offerors’ outstanding 7.00% Senior Notes due 2026 (the “Notes”). As of 5:00 p.m., New York City time, on October 8, 2024, the expiration time for the Tender Offer (the “Expiration Time”), the Offerors had received tenders for an aggregate principal amount of $549,234,000 of the outstanding Notes, or 92.00% of the aggregate principal amount of the Notes outstanding. These amounts exclude $10,689,000 aggregate principal amount of the Notes that remain subject to the guaranteed delivery procedures described in the offer to purchase, dated October 2, 2024 (the “Offer to Purchase”), and the related notice of guaranteed delivery, dated October 2, 2024 (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Offer Documents”).

The Tender Offer was made pursuant to the terms and conditions contained in the Offer Documents. In accordance with the terms of the Tender Offer, the Offerors will pay the purchase price (the “Purchase Price”) for the Notes validly tendered prior to the Expiration Time or pursuant to the Notice of Guaranteed Delivery on October 15, 2024 (the “Settlement Date”). The Purchase Price to be paid for the Notes is $1,001.26 for each $1,000 principal amount of the Notes validly tendered and accepted for purchase pursuant to the Tender Offer, plus accrued and unpaid interest on the Notes validly tendered and accepted for purchase from the last interest payment date up to, but excluding, the Settlement Date. For avoidance of doubt, interest on the Notes will cease to accrue on the Settlement Date for all Notes accepted in the Tender Offer. All Notes purchased on the Settlement Date will subsequently be retired.

There can be no assurance that any Notes will be purchased. The Tender Offer is conditioned upon the satisfaction of certain conditions, including the completion of a contemporaneous debt financing (the “Debt Financing”) by the Offerors on terms and conditions (including, but not limited to, the amount of proceeds raised in such Debt Financing) satisfactory to the Offerors. The Tender Offer is not an offer to sell or a solicitation of an offer to buy any debt instruments or otherwise an invitation to participate in the Debt Financing. The Tender Offer is not conditioned upon any minimum amount of Notes being tendered. The Tender Offer may be amended, extended, terminated or withdrawn. The Offerors intend to use the net proceeds from the Debt Financing, together with cash on hand, and/or borrowings under Ascent’s senior secured reserve-based revolving credit facility, if necessary, to pay the Purchase Price for Notes validly tendered and accepted for purchase pursuant to the Tender Offer.

Substantially concurrently with the commencement of the Tender Offer, the Offerors issued a conditional notice of full redemption to redeem, subject to the completion of the Debt Financing, all Notes not purchased in the Tender Offer on November 1, 2024 (the “Redemption”) at a redemption price of 100.000% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. This press release does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the Notes.

The Offerors have retained J.P. Morgan Securities LLC to serve as the exclusive Dealer Manager for the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to J.P. Morgan Securities LLC, Liability Management Group, at (866) 834-4666 (toll-free) or (212) 834-4818 (collect).

This press release shall not constitute an offer to purchase or the solicitation of an offer to sell the Notes or any other securities, nor shall there be any offer or sale of any Notes or other securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction.

About Ascent Resources

Ascent is one of the largest private producers of natural gas in the United States and is focused on acquiring, developing, and operating natural gas and oil properties located in the Utica Shale in southern Ohio. With a continued focus on good corporate citizenship, Ascent is committed to delivering cleaner burning, affordable energy to our country and the world, while reducing environmental impacts.

Forward-Looking and Cautionary Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, included in this press release regarding, among other things, the expected settlement of the Tender Offer, the Debt Financing and the anticipated use of the net proceeds therefrom, the potential Redemption of outstanding Notes and our strategy, plans and objectives of management, are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “believe,” “anticipate,” “intend,” “estimate,” “expect” 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 current expectations, estimates, forecasts and projections as well as the current beliefs and assumptions of management.

Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond our control, including, but not limited to, market risks and uncertainties, including those which might affect the Debt Financing and the Tender Offer. Should one or more of these risks or uncertainties occur, or should any underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. All forward-looking statements, expressed or implied, included in this press release are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim 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.

Contact:
Chris Benton
Vice President – Finance and Investor Relations
Phone: 405-252-7850
Email: chris.benton@ascentresources.com