Clayton Williams marks early tenders for $130.9 million of 7¾% notes

By Susanna Moon

Chicago, Aug. 11 – Clayton Williams Energy, Inc. said investors had tendered $130.9 million, or 21.8%, of its $600 million of outstanding 7¾% senior notes due 2019 as of 5 p.m. ET on Aug. 10, the early tender date.

As announced July 28, the company is tendering for up to $100 million of the 7¾% notes by modified Dutch auction with a bid price range of $880 to $950 for each $1,000 principal amount.

Because the offer has been oversubscribed, the company will accept the tendered notes on a prorated basis, according to a company announcement.

The total purchase price will consist of the clearing price and an early tender premium of $30.00 for each $1,000 principal amount of notes.

The tender offer will remain open until 11:59 p.m. ET on Aug. 29.

The company said it reserves the right to amend, extend or terminate the tender offer.

Tendered notes may no longer be withdrawn, as of the early deadline.

Clayton also said on Thursday that it amended the terms of the offer to extend the time for holders to receive the early tender premium until the end of the offer.

Originally, holders who tendered their notes after the early deadline would have received the total amount less the early premium.

The company also will pay cash for accrued interest to but excluding the settlement date.

To participate, holders must specify the minimum total amount they would be willing to receive in exchange for each $1,000 principal amount in increments of $0.50 within the bid range.

The company previously said that any bid price specified for notes tendered after the early deadline would be used to calculate the clearing price.

Clayton also said it will prioritize for acceptance of notes tendered with a bid price less than the clearing price and then those tendered at the clearing price, on a prorated basis.

The tender offer is not conditioned upon a minimum number of notes being tendered but is subject to a financing condition and credit agreement amendment.

D.F. King & Co., Inc. (877 732-3617 or cwei@dfking.com) is the tender agent and information agent. Goldman Sachs & Co. (800 828-3182) is the dealer manager.

On July 25, Clayton Williams said it may use proceeds from a $150 million placement of common stock for “debt reduction transactions related to its 2019 senior notes.”

Clayton Williams is a Midland, Texas, energy company.

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