Apr. 6 at 11:08 AM
$AESI Atlas Energy announces offering of
$300M of convertible senior notes due 2031
Atlas Energy Solutions announced that, subject to market and other conditions, it intends to offer for sale in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended,
$300M aggregate principal amount of Convertible Senior Notes due 2031. Atlas also expects to grant the initial purchasers of the notes an option to purchase, for settlement within a period of 13 calendar days from, and including, the date the notes are first issued, up to an additional
$45M aggregate principal amount of notes.
The Company intends to use a portion of the net proceeds from the offering to fund the cost of entering into the capped call transactions described below and approximately
$66M of the net proceeds from the offering to repay outstanding advances under its Master Lease Agreement and Interim Funding Agreement, each with Stonebriar Commercial Finance, including a
$5M termination fee in connection therewith and approximately
$75M of the net proceeds from the offering to repay outstanding borrowings under its 2023 ABL Credit Facility. The Company expects to use the remainder of the net proceeds for general corporate purposes, including to purchase a portion of the power generation equipment under the Global Framework Agreement with Caterpillar Inc., along with balance of plant and supporting equipment.
If the initial purchasers exercise their option to purchase additional notes, the Company intends to use a portion of the additional net proceeds to fund the cost of entering into additional capped call transactions as described below and for general corporate purposes, including to purchase a portion of the power generation equipment under the Global Framework Agreement with Caterpillar Inc., along with balance of plant and supporting equipment. The notes will be senior, unsecured obligations of the Company and will accrue interest payable semi-annually in arrears and will mature on April 15, 2031, unless earlier converted, redeemed or repurchased.
The notes will not be guaranteed by any subsidiary of the Company, and the Company's subsidiaries will have no obligations under the notes. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. The Company will settle conversions of notes by paying or delivering, as the case may be, cash, shares of the Company's Common Stock, par value
$0.01 per share, or a combination of cash and the Company's Common Stock, at its election.
