Hilcorp Energy I, L.P. Announces Early Results of Dual Cash Tender Offers and Amendment of Offer for 2025 Notes

HOUSTON--(BUSINESS WIRE)--Hilcorp Energy I, L.P., a Texas limited partnership (the “Partnership”), announced today the results to date of its pending dual cash tender offers (the “Offers”) to purchase up to $700,000,000 aggregate principal amount of its outstanding 5.0% Senior Notes due 2024 (the “2024 Notes”) and 5.75% Senior Notes due 2025 (the “2025 Notes” and collectively, the “Notes”). The Partnership is conducting the Offers pursuant to its Offer to Purchase dated January 7, 2021 (the “Offer to Purchase”), as amended by this announcement.

In the Offer to Purchase, the Partnership stated that it would not accept for purchase more than $250,000,000 aggregate principal amount of 2025 Notes pursuant to the Offer to purchase 2025 Notes, and referred to such limit as the “2025 Series Cap.” By this announcement, the Partnership is amending the Offer to Purchase to increase the 2025 Series Cap to $266,484,000 aggregate principal amount of 2025 Notes. All other terms of the Offers remain unchanged.

Based on information provided by Global Bondholder Services Corporation, the tender agent for the Offers, the following table sets forth the aggregate principal amounts of each series of Notes that were validly tendered (and not validly withdrawn) as of 5:00 p.m., New York City time, on January 21, 2021 (the “Early Tender Date”) and the principal amounts that, subject to satisfaction of the conditions to the Offers, the Partnership expects to accept for purchase pursuant to the Offers:

Title of Notes	CUSIP Numbers	Acceptance Priority Level	Aggregate Principal Amount Outstanding(1)	Total Consideration (2)(3)(4)	Principal Amount Tendered	Principal Amount Expected to Be Accepted for Purchase
5.0% Senior Notes due 2024	144A: 431318 AN4 Regulation S: U43279 AF2	1	$        500,000,000	$          1,019.17	$        362,976,000	$          362,976,000
5.75% Senior Notes due 2025	144A: 431318 AQ7 Regulation S: U43279 AG0	2	$        500,000,000	$          1,025.00	$        266,484,000	$          266,484,000

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(1)	As of the date of the Offer to Purchase.
(2)	Dollars per $1,000 principal amount of Notes.
(3)	Holders will also receive accrued and unpaid interest from the applicable last interest payment with respect to the Notes accepted for purchase to, but not including, the Early Settlement Date (as defined below).
(4)	Includes the Early Tender Premium of $30 per $1,000 principal amount of Notes.

Subject to satisfaction of the conditions to the Offers as set forth in the Offer to Purchase, the Company expects to accept and pay for Notes tendered prior to the Early Tender Date, on or about January 22, 2021 (the “Early Settlement Date”).  Holders of Notes that have been tendered for purchase at or prior to the Early Tender Date, not withdrawn at or prior to 5:00 p.m., New York City time, on January 21, 2021, and accepted for purchase will receive the applicable Total Consideration for such Notes set forth in the table above.

The Offers are scheduled to expire at midnight, New York City time, at the end of February 4, 2021.  However, because the aggregate principal amount of 2025 Notes tendered and not withdrawn prior to the applicable Early Tender Date (as defined below) was not less than the 2025 Series Cap (as increased by this announcement), the Partnership does not currently expect to accept for purchase any 2025 Notes tendered pursuant to the applicable Offer after the applicable Early Tender Date.

The dealer manager for the Offers is BofA Securities, Inc. Any questions regarding the terms of the Offers should be directed to the dealer manager at [phone] (all call) or [e-mail]. The information agent and tender agent is Global Bondholder Services Corporation.  Any questions regarding procedures for tendering Notes or requests for copies of the Offer to Purchase or other documents relating to the Offers should be directed to the information agent for the Offers at [phone] (toll-free), [phone] (banks and brokers only) or [e-mail], or by visiting www.gbsc-usa.com/HEI.

This press release shall not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities.  No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful.  The offer is being made solely pursuant to the terms and conditions set forth in the Offer to Purchase.  The Company's obligation to accept for purchase and to pay for the Notes validly tendered in any Offer is subject to and conditioned on the satisfaction or waiver of the conditions described in the Offer to Purchase.