New Issue: ATP prices $1.5 billion 11 7/8% five-year notes at 99.531 to yield 12%

By Paul A. Harris

St. Louis, April 19 - ATP Oil & Gas Corp. priced a $1.5 billion issue of 11 7/8% five-year senior secured second-lien notes (Caa2/B/) at 99.531 to yield 12% on Monday, according to an informed source.

The yield printed at the wide end of the 11¾% to 12% price talk.

J.P. Morgan Securities Inc. was the left bookrunner. Credit Suisse Securities was the joint bookrunner.

Co-managers were Natixis Bleichroeder LLC, Global Hunter Securities LLC and Rodman & Renshaw LLC.

Proceeds will be used to repay the Houston-based offshore oil and gas development and production company's first-lien term loans and its revolver and to fund general corporate purposes.

Issuer:	ATP Oil & Gas Corp.
Face amount:	$1.5 billion
Proceeds:	$1.493 billion (approximate)
Maturity:	May 1, 2015
Securities:	Senior secured second-lien notes
Left bookrunner:	J.P. Morgan Securities Inc.
Joint bookrunner:	Credit Suisse Securities
Co-managers:	Natixis Bleichroeder LLC, Global Hunter Securities LLC, Rodman & Renshaw LLC
Coupon:	11 7/8%
Price:	99.531
Yield:	12%
Spread:	949 bps
Call features:	Make-whole call at Treasuries plus 50 bps until May 1, 2013, then callable at 111.875, par on and after May 1, 2014
Equity clawback:	35% at 111.875 until May 1, 2013
Trade date:	April 19
Settlement date:	April 23
Ratings:	Moody's: Caa2
	Standard & Poor's: B
Distribution:	Rule 144A/Regulation S with registration rights
Price talk:	11¾% to 12%
Marketing:	Roadshow

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