HOUSTON, April 8, 2021 /PRNewswire/ --EnVen Energy Corporation (the “Company“ or “EnVen“) today announced that it has priced its previously announced offering of $300 million aggregate principal amount of of 11.750% senior secured second lien notes due 2026 (the “Notes“). The Notes will be issued through its subsidiary Energy Ventures GoM LLC (the “Issuer“) in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act“) and will be co-issued by the Issuer's subsidiary, EnVen Finance Corporation. The offering is expected to close on or about April 15, 2021.
The Notes will initially be guaranteed on a senior secured second-priority basis by the Company and the Company's domestic subsidiaries that guarantee the Issuer's first lien revolving credit facility (the “Revolving Credit Facility“). The Notes and the related guarantees will be secured by second-priority liens on the Company's and the guarantors' assets that secure all of the indebtedness under the Revolving Credit Facility, subject to certain exceptions. Net proceeds from the offering of the Notes will be used to fund the redemption of all of its outstanding 11.000% Senior Secured Second Lien Notes due 2023 (the “2023 Notes“), and the remainder, if any, for general corporate purposes. In connection with the offering of the Notes, the Company intends to amend the Revolving Credit Facility to, among other things, extend the maturity date to 2024, establish a revised borrowing base of $165 million, reduce the aggregate committed amounts thereunder to $165 million and modify the applicable interest rates. The offering of the Notes is conditioned on the amendment of the Revolving Credit Facility, and the amendment of the Revolving Credit Facility is conditioned on the consummation of the offering of the Notes.
Consummation of the offering of the Notes and the amendment of the Revolving Credit Facility are subject to various closing conditions, and there can be no assurance that these financing transactions will be successfully completed on the terms described above or at all.
The Notes have not and will not be registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from such registration requirements.Accordingly, the Notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions outside the United States in accordance with Regulation S under the Securities Act. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the Notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. This press release does not constitute a notice of redemption of the 2023 Notes.