Filed pursuant to Rule 433
Registration No. 333-158680
April 22, 2009
Pricing Term Sheet
Relating to Preliminary Prospectus Supplement Dated April 22, 2009 of
Encore Acquisition Company
This term sheet is qualified in its entirety by reference to the Preliminary Prospectus Supplement
referenced above. The information in this term sheet supplements the Preliminary Prospectus
Supplement and supersedes the information in the Preliminary Prospectus Supplement to the extent
inconsistent with the information in the Preliminary Prospectus Supplement.
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in
that registration statement and other documents the issuer has filed with the SEC for more complete
information about the issuer and this offering. You may get these documents for free by visiting
IDEA on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer
participating in the offering will arrange to send you the prospectus if you request it by calling
Banc of America Securities LLC at (800) 294-1322 or Wachovia Securities at (704) 715-0540.
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Issuer: |
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Encore Acquisition Company (the Company) |
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Security Description: |
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Senior Subordinated Notes |
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Distribution: |
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SEC Registered |
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Face: |
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$225,000,000 |
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Gross Proceeds: |
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$207,513,000 |
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Net Proceeds to Issuer (before expenses): |
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$203,013,000 |
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Coupon: |
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9.500% |
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Maturity: |
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May 1, 2016 |
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Offering Price: |
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92.228% |
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Yield to Maturity: |
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11.125% |
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Spread to Treasury: |
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+ 864 basis points |
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Benchmark: |
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UST 2.375% due 03/31/2016 |
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Ratings: |
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B1/B |
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Interest Pay Dates: |
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May 1 and November 1 |
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Beginning: |
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November 1, 2009 |
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Equity Clawback: |
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Up to 35% at 109.500% |
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Until: |
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May 1, 2012 |
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Optional redemption: |
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Makewhole call at T+ 50 bps prior to May 1, 2013, then |
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On or after: |
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Price:
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2013 |
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104.750 |
% |
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2014 |
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102.375 |
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2015 and thereafter |
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100.000 |
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Change of control: |
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Put @ 101% principal amount plus accrued interest |
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Trade Date: |
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April 22, 2009 |
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Settlement Date: |
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(T+3) |
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April 27, 2009 |
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CUSIP: |
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29255W AJ9 |
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ISIN: |
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US29255WAJ99 |
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Denominations: |
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$1,000 |
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Bookrunners: |
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Banc of America Securities LLC |
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Wachovia Capital Markets, LLC |
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Co-Managers: |
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BNP Paribas Securities Corp. |
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Caylon Securities (USA) Inc. |
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Fortis Securities LLC |
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RBC Capital Markets Corporation |
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Comerica Securities, Inc. |
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U.S. Bancorp Investments, Inc. |
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BBVA Securities Inc. |
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Daiwa Securities America Inc. |
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DnB NOR Markets, Inc. |
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DZ Financial Markets LLC |
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Natixis Bleichroeder Inc. |
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Scotia Capital (USA) Inc. |
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RBS Securities Inc. |
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SunTrust Robinson Humphrey, Inc. |
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Wedbush Morgan Securities Inc. |
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On a pro forma as adjusted basis after giving effect to the sale of the notes, the use of proceeds
of this offering and amounts outstanding under the Companys revolving credit facility as of April
21, 2009, the Company would have had total debt of $1.2 billion and stockholders equity of $1.3
billion as of December 31, 2008. As of December 31, 2008, on a pro forma as adjusted basis after
giving effect to the sale of the notes, the use of proceeds of this offering and amounts
outstanding under the Companys revolving credit facility as of April 21, 2009, the
Company would have had $150.4
million of senior indebtedness outstanding and approximately $749.6 million of additional borrowing
capacity under its revolving credit facility, subject to specific requirements, including
compliance with financial covenants.