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Midstates Petroleum Company, Inc. (NYSE: MPO) (the “Company”) and its wholly owned subsidiary Midstates Petroleum Company LLC announced today the pricing of their private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended (the “Securities Act”), to eligible purchasers of $600 million in aggregate principal amount of 10.75% senior unsecured notes due 2020 (the “Notes”). The Notes mature on October 1, 2020 and will be issued at 100%.
The Company intends to use the net proceeds from the private placement to fund the cash portion of the purchase price of the Company’s previously announced acquisition of Eagle Energy Production, LLC assets (the “Eagle Energy Acquisition”) and expenses related to the Eagle Energy Acquisition, the private placement and entry into an amendment to the Company’s revolving credit facility, to repay outstanding borrowings under the Company’s revolving credit facility and for general corporate purposes.
The offering of the Notes is expected to close on October 1, 2012, concurrently with the closing of the Eagle Energy Acquisition. If the Eagle Energy Acquisition does not close on October 1, 2012, the net proceeds from the offering will be deposited into an escrow account pending completion of the Eagle Energy Acquisition. If the closing of the Eagle Energy Acquisition does not occur on or prior to November 30, 2012, or if the related acquisition agreement is terminated at any time on or prior to that date, then the escrowed funds will be applied to the mandatory redemption of the Notes at a price equal to 100% of the initial offering price of the Notes, plus accrued and unpaid interest to the redemption date.
The securities to be sold have not been registered under the Securities Act, or any state securities laws, and unless so registered, the securities may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The Company plans to offer and sell the notes only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the United States pursuant to Regulation S under the Securities Act.