American Energy Partners LP announced July 31 it closed on its acquisition from affiliates of Denver-based Enduring Resources II LLC for $2.5 billion.
American Energy - Permian Basin LLC, American Energy's affiliate, has acquired 63,000 net acres of leasehold in the southern Permian Basin, located primarily in Reagan, Irion and Crockett counties, Texas, and associated gathering assets.
Net proceeds from recently closed debt offerings was used to complete the acquisition, while the remaining net proceeds from the offerings will be used for general corporate purposes.
American Energy entered into a revolving credit facility with Bank of America NA, Goldman Sachs Bank USA, Wells Fargo Bank, National Association, and others. The initial borrowing base is $500 million, which the company plans using to fund ongoing capital expenditures, working capital requirements and general corporate purposes.
The Oklahoma City-based company also raised about $1.145 billion in private equity capital, of which 75% was provided by lead investor—The Energy & Minerals Group. Additional equity capital was provided by First Reserve, American Energy's management team and others.
The transactions completed on July 31 bring the total capital raised by American Energy to about $3.25 billion, including borrowings available under the revolving credit facility.
Goldman, Sachs & Co., Tudor, Pickering, Holt & Co. and Citi were financial advisors to American Energy on the acquisition. Sullivan & Cromwell LLP, Commercial Law Group, P.C. and Porter Hedges LLP were its legal advisors.
Jefferies LLC was financial advisor to Enduring and Latham & Watkins LLP was its legal advisor on the acquisition. Enduring is backed by EnCap Investments LP.
Goldman, Sachs & Co. was the sole book-running manager for the debt offerings. Sullivan & Cromwell LLP was legal advisor to American Energy and Simpson Thacher & Bartlett LLP was legal advisor to the initial purchasers.
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