HighPeak Energy sets roadshow for $575 million five-year notes; investor call Tuesday

By Paul A. Harris

Portland, Ore., June 12 – HighPeak Energy Inc. plans to run an investor roadshow for a $575 million offering of five-year senior notes, according to a syndicate source.

The Rule 144A and Regulation S for life deal kicks off on an investor call set for 11 a.m. ET on Tuesday. The roadshow runs through the end of the week.

The notes become callable after two years at par plus 50% of the coupon. A special call provision allows the issuer to redeem 10% of the notes annually at 103 during the non-call period.

The deal features a mandatory offer to repurchase notes subject to available cash (shared with reserve-based loan repayments). It is also subject to a minimum liquidity test that would be triggered if the offer to repurchase is not made.

The bonds also feature maximum capital expenditures limitations subject to a leverage-based grid to be based on a percentage of the last two quarters’ average EBITDA.

They also feature a 35% equity clawback at par plus the full coupon during the non-call period and a 101% poison put.

BofA Securities Inc. is the left bookrunner. Wells Fargo Securities LLC, Texas Capital and Credit Suisse Securities (USA) LLC are the joint bookrunners.

Citizens Capital Markets Inc., Fifth Third Securities Inc., U.S. Bancorp Investments Inc., Amarillo, Amegy, UMB and Roth are the co-managers.

The Fort Worth-based publicly traded independent oil and gas company plans to use the proceeds to pay off all $475 million of its outstanding senior notes, as well as to pay down debt under its credit agreement, with the remaining proceeds to be used for general corporate purposes, which may include capital expenditures, drilling and development, and further bolt-on asset acquisitions.

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