Jones Energy’s $450 Million Senior Secured Notes Offering


Baker Botts represented the Issuers in the offering and the credit facility amendment.

On February 14, 2018, Jones Energy Holdings, LLC (“JEH LLC”) and Jones Energy Finance Corp. (together with JEH LLC, the “Issuers”), each a subsidiary of Jones Energy, Inc. (NYSE: JONE), completed a private offering to eligible purchasers of $450 million in aggregate principal amount of their 9.25% Senior Secured First Lien Notes due 2023 (the “New First Lien Notes”). The New First Lien Notes were offered only to qualified institutional buyers under Rule 144A and non-US persons under Regulation S. The New First Lien Notes will be senior secured first lien obligations of the Issuers and will be guaranteed on a senior secured first lien basis by JONE and each of the Issuers’ existing and future restricted subsidiaries.

Net proceeds from the offering will be used to repay all but $25 million of the outstanding borrowings under JEH LLC’s existing senior secured revolving credit facility (the “Existing Revolver”), to fund drilling and completion activities, and for other general corporate purposes, which may include limited repurchases of the Issuers’ existing senior unsecured notes. In connection with the closing of the offering, JEH LLC amended and restated the Existing Revolver to, among other things, (i) reduce the borrowing base from the current $350 million to $50 million and (ii) suspend testing of the senior secured leverage ratio until March 31, 2019.

Credit Suisse Securities (USA) LLC acted as sole book-running manager for the offering.

Jones Energy, Inc. is an independent oil and natural gas company engaged in the development and acquisition of oil and natural gas properties in the Anadarko basin of Oklahoma and Texas. The company, led by Jonny Jones, Michael S McConnell and Robert J Brooks, in 2016 recorded $251 Million Revenues.

Baker Botts represented Jones Energy with a team including Mollie Duckworth (Picture), Mike Bengtson, John Kaercher, Robert Goodin, Leah Davis (M&A), Andrew Thomison, Sarah Christian (Finance), Steve Marcus (Tax) and Paulina Williams (Environmental).

Involved fees earner: Mollie Duckworth – Baker Botts; Mike Bengtson – Baker Botts; John Kaercher – Baker Botts; Robert Goodin – Baker Botts; Leah Davis Patrick – Baker Botts; Andrew Thomison – Baker Botts; Sarah Christian – Baker Botts; Stephen Marcus – Baker Botts; Paulina Williams – Baker Botts;

Law Firms: Baker Botts;

Clients: Jones Energy Inc.;

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Author: Ambrogio Visconti