HOUSTON--(BUSINESS WIRE)--
Crestwood Midstream Partners LP (“CMLP”), a wholly-owned subsidiary of
Crestwood Equity Partners LP (NYSE:CEQP), announced today that CMLP has
commenced cash tender offers (collectively, the “Tender Offers,” and
each offer to purchase a series of notes individually, a “Tender Offer”)
to purchase up to $250,000,000 aggregate purchase price, exclusive of
accrued interest (the “Aggregate Maximum Purchase Amount”), of the
outstanding notes issued by CMLP and its wholly-owned subsidiary, set
forth in the table below (collectively, the “Notes”).
The terms and conditions of the Tender Offers are described in an Offer
to Purchase dated May 12, 2016 (the “Offer to Purchase”) and the related
Letter of Transmittal, and this press release is qualified in all
respects by reference to such documents.
Series of Notes
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CUSIP Number
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Aggregate Principal Amount Outstanding
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Acceptance Priority Level
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Tender Offer Consideration(1)
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Early Tender Premium(1)
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Total Consideration(1)(2)
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6.000% Senior Notes due 2020
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226373AJ7
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$500,000,000
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1
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$917.50
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$50.00
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$967.50
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6.125% Senior Notes due 2022
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226373AH1
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$600,000,000
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2
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$903.75
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$50.00
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$953.75
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6.250% Senior Notes due 2023
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226373AK4 U1300RAF9
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$700,000,000
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3
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$902.50
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$50.00
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$952.50
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(1)
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Per $1,000 principal amount of Notes tendered and accepted for
purchase by CMLP.
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(2)
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Includes the Early Tender Premium (as defined below) for Notes
tendered prior to the Early Tender Date and accepted for purchase by
CMLP.
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The amounts of each series of Notes to be purchased may be prorated as
set forth in the Offer to Purchase. The order of priority for the
purchase of Notes (the “Acceptance Priority Levels”) is shown in the
table above, with 1 being the highest Acceptance Priority Level and 3
being the lowest Acceptance Priority Level, but with all Notes tendered
before the Early Tender Date (as defined below) having priority over
those tendered after such date, irrespective of their Acceptance
Priority Levels. Therefore, if the Tender Offers are fully subscribed as
of the Early Tender Date, Holders who tender Notes after the Early
Tender Date will not have any of their Notes accepted for purchase.
The Tender Offers will expire at 11:59 p.m., New York City time, on June
9, 2016 unless earlier terminated by CMLP (such date and time with
respect to a Tender Offer, as it may be extended for such Tender Offer,
the “Expiration Date”). No tenders will be valid if submitted after the
Expiration Date. Tendered Notes may be withdrawn from the Tender Offers
prior to 5:00 p.m., New York City time, on May 25, 2016, unless extended
by CMLP (such date and time with respect to a Tender Offer, as it may be
extended for such Tender Offer, the “Withdrawal Deadline”). Holders of
Notes who tender their Notes after the Withdrawal Deadline, but prior to
the Expiration Date, may not withdraw their tendered Notes, except for
certain limited circumstances where additional withdrawal rights are
required by law.
Holders of Notes that are tendered prior to 5:00 p.m., New York City
time, on May 25, 2016 (such date and time with respect to a Tender
Offer, as it may be extended for such Tender Offer, the “Early Tender
Date”) and accepted for purchase pursuant to the Tender Offers will
receive the applicable Tender Offer Consideration plus the applicable
early tender premium for such series of Notes indicated in the table
above (with respect to each series of Notes, the “Early Tender Premium”
and, together with the applicable Tender Offer Consideration, the “Total
Consideration”). Holders of Notes tendered after the Early Tender Date,
but before the Expiration Date, and accepted for purchase pursuant to
the Tender Offers will receive the applicable Tender Offer Consideration
for such series of Notes indicated in the table above, but not the Early
Tender Premium. CMLP will pay accrued interest to the applicable
settlement date on all Notes accepted for purchase.
CMLP reserves the right, in its sole discretion, at any point following
the Early Tender Date and before the Expiration Date, to settle the
purchase of any Notes tendered prior to the Early Tender Date, as
described in the Offer to Purchase. Also as described in the Offer to
Purchase, CMLP will purchase at a final settlement, promptly after the
Expiration Date, any Aggregate Maximum Purchase Amount that is not
purchased at the early settlement.
The Tender Offers are not conditioned upon a minimum amount of Notes of
any series, or a minimum amount of Notes of all series, being tendered.
However, the Tender Offers are conditioned upon the initial closing
pursuant to a previously announced contribution agreement entered into
on April 20, 2016 between wholly-owned subsidiaries of CMLP and
Consolidated Edison, Inc. to own and operate certain natural gas storage
and transportation assets in the Northeast, and the satisfaction or
waiver of certain other conditions described in the Offer to Purchase.
Morgan Stanley & Co. LLC is the lead dealer manager and SunTrust
Robinson Humphrey, Inc. is the co-dealer manager (together, the “Dealer
Managers”). D.F. King & Co., Inc. has been retained to serve as both the
tender agent and the information agent for the Tender Offers. Persons
with questions regarding the Tender Offers should contact Morgan Stanley
& Co. LLC at (toll-free) (800) 624-1808 or (collect) (212) 761-1057.
Requests for copies of the Offer to Purchase, the related Letter of
Transmittal and other related materials should be directed to D.F. King
& Co., Inc. at (toll-free) (866) 829-1035 or (banks and brokers)
(212) 269-5550 or email cmlp@dfking.com.
None of CMLP, its management, the Dealer Managers, the tender agent, the
information agent or the trustees with respect to the Notes, or any of
their respective affiliates, makes any recommendation that holders
tender or refrain from tendering all or any portion of the principal
amount of their Notes, and no one has been authorized by any of them to
make such a recommendation. Holders must make their own decision as to
whether to tender their Notes and, if so, the principal amount of Notes
to tender. The Tender Offers are made only by the Offer to Purchase and
related Letter of Transmittal. The Tender Offers are not being made to
holders of Notes in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction. In any jurisdiction in which the Tender
Offers are required to be made by a licensed broker or dealer, the
Tender Offers will be deemed to be made on behalf of CMLP by the Dealer
Managers or one or more registered brokers or dealers that are licensed
under the laws of such jurisdiction.
This press release is neither an offer to purchase nor a solicitation of
an offer to sell any Notes in the Tender Offers.
Forward-Looking Statement
This press release may include certain statements concerning
expectations for the future that are forward-looking statements as
defined by federal securities law. Such forward-looking statements are
subject to a variety of known and unknown risks, uncertainties, and
other factors that are difficult to predict and many of which are beyond
management’s control. These risks and assumptions are described in
CMLP’s annual reports on Form 10-K and other reports that are available
from the United States Securities and Exchange Commission. Readers are
cautioned not to place undue reliance on forward-looking statements,
which reflect management’s view only as of the date made. We undertake
no obligation to update any forward-looking statement, except as
otherwise required by law.
About Crestwood Midstream Partners LP
Houston, Texas, based CMLP is a limited partnership and wholly-owned
subsidiary of CEQP that owns and operates midstream businesses in
multiple unconventional shale resource plays across the United States.
CMLP is engaged in the gathering, processing, treating, compression,
storage and transportation of natural gas; storage, transportation,
terminalling, and marketing of NGLs; and gathering, storage,
terminalling and marketing of crude oil.
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Source: Crestwood Midstream Partners LP