Clayton Williams buys $100 million 7¾% notes at 94.75 by Dutch auction

By Susanna Moon

Chicago, Aug. 30 – Clayton Williams Energy, Inc. said investors had tendered $131,462,000 of its $600 million of outstanding 7¾% senior notes due 2019 in the offer that ended at 11:59 p.m. ET on Aug. 29.

The company accepted for purchase $100 million principal amount of the notes at a purchase price of $947.50 per $1,000 principal amount, according to a company notice.

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

As announced July 28, the company was 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.

Holders had tendered $130.9 million, or 21.8%, of the 7¾% notes as of 5 p.m. ET on Aug. 10, the early tender date.

Because the offer was oversubscribed, the company accepted the tendered notes on a prorated basis.

All the purchased notes will be retired.

Clayton said on Aug. 11 that it amended the offer terms 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 needed to 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 would 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 was not conditioned upon a minimum number of notes being tendered but was 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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