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McClendon-Linked Partnership Files for $2 Billion IPO

Aubrey McClendon, the former CEO of Chesapeake Energy Corp., is at it again -- this time he's linked to a complex partnership launched on Friday that seeks to raise up to $2 billion through a public offering of 100 million common units priced at $20 each.

American Energy Capital Partners LP (AECP) filed a Form S-1 with the U.S. Securities and Exchange Commission laying out a rather vague plan to help it raise capital for the acquisition, operation and development of unspecified U.S. onshore oil and gas properties.

AECP said it would terminate the offering one year from the filing date if it could not sell 100,000 units, asking investors to purchase a minimum of 250 units at the arbitrarily determined price of $20 each, and warning potential investors that the offering would not afford a look into the partnership’s non-existing assets or earnings potential.

"Because we have not yet identified any prospects or properties, you may not be able to evaluate our prospects or properties before making your investment decision, which makes your investment more speculative," the partnership's filing read. "In addition, we cannot assure you that we will be able to acquire prospects or properties on an economic basis at all."

AECP will not be traded on a securities exchange, or even over-the-counter; rather the partnership said it plans to liquidate its holdings in 5-7 years and then distribute its proceeds to investors, warning in its filing that such a move could not be guaranteed.

Moreover, AECP said there could be significant conflicts of interest among its ownership. The partnership will be managed by AECP Management LLC, which McClendon launched in July along with other separate entities. The controlling general partner will be American Realty Capital -- a property group with no previous experience in oil and gas.

McClendon left Chesapeake -- a company he co-founded -- in April (see Shale Daily, Jan. 31a). Known for his acumen in financing oil and gas ventures, he was at odds with Chesapeake's board (see Shale Daily, Jan. 31b) and faced the ire of shareholders after it was revealed that he borrowed millions of dollars against his stake in Chesapeake's wells .

That company has seen a resurgence in its stock as of late, and it has grown to become the second-largest producer of natural gas in the country. Chesapeake laid much of the groundwork for development in Ohio's Utica Shale, where McClendon launched a separate entity, American Energy Partners LLC, after leaving Chesapeake.

Backed by private equity, American Energy landed a joint venture with Dover, OH-based Red Hill Development LLC in October (see Shale Daily, Oct. 7). American Energy already has five horizontal drilling permits in Harrison County, OH, state records show.

AECP also filed as an emerging growth company, which provides for limited public financial reporting under the Jumpstart Our Business Startups Act of 2012. Granted it sells 100,000 units within a year, the partnership plans to offer the investment opportunity up to 2015.

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