CALGARY,
AB, June 24, 2024 /PRNewswire/ -- NorthRiver
Midstream Finance LP (the "Issuer") announced today that it has
commenced a cash tender offer (the "Tender Offer") for any and all
of its outstanding 5.625% senior secured notes due 2026 (the
"Notes"). The Tender Offer is being made pursuant to, and upon the
terms and conditions set forth in, an Offer to Purchase, dated
June 24, 2024 (the "Offer to
Purchase"), and the accompanying Notice of Guaranteed Delivery (as
they may each be amended or supplemented from time to time, the
"Tender Offer Documents").
Certain information regarding the Notes and the U.S. Treasury
Reference Security, the Bloomberg reference page and the fixed
spread is set forth in the table below.
Title of
Security
|
CUSIP
Numbers
|
Aggregate
Principal
Amount
Outstanding
|
U.S.
Treasury
Reference
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread
|
5.625% Senior Secured
Notes due 2026
|
144A: 66679N
AA8
Reg S: C6681N
AA7
|
US$525,000,000
|
0.625% U.S. Treasury
due October 15, 2024
|
FIT3
|
0 bps
|
The consideration (the "Purchase Price") for each US$1,000 principal amount of the Notes validly
tendered and accepted for purchase pursuant to the Tender Offer
will be determined in the manner described in the Offer to Purchase
by reference to the fixed spread for the Notes specified above plus
the yield based on the bid-side price of the U.S. Treasury
Reference Security specified above, as quoted on the Bloomberg Bond
Trader FIT3 series of pages, at 2:00 p.m. New York City time, on June 28, 2024, unless the Tender Offer is
extended or earlier terminated by the Issuer.
The Tender Offer is scheduled to expire at 5:00p.m., New York
City time, on June 28, 2024
unless extended or earlier terminated as described in the Offer to
Purchase (such time and date, as may be extended, the "Expiration
Date"). Tendered Notes may be withdrawn prior to or at the earlier
of (i) the Expiration Date, and (ii) if the Tender Offer is
extended, the 10th business day after the commencement
of the Tender Offer (the "Withdrawal Deadline"). Holders of the
Notes are urged to read the Tender Offer Documents carefully before
making any decision with respect to the Tender Offer.
In addition to the Purchase Price, holders of Notes that are
validly tendered and accepted for purchase will also receive
accrued and unpaid interest to, but not including, the settlement
date for the Tender Offer, which is currently expected to be no
later than three business days following the Expiration Date. The
consummation of the Tender Offer and the Issuer's obligation to
accept for purchase, and to pay for, Notes validly tendered (and
not validly withdrawn) pursuant to the Tender Offer is subject to
certain market and other conditions described in the Offer to
Purchase, including the consummation, on terms and conditions
satisfactory to the Issuer in its sole discretion, of an offering
of at least US$525.0 million
aggregate principal amount of senior secured notes announced today
(the "New Financing") and the receipt of net proceeds
therefrom.
Following the consummation of the New Financing and the Tender
Offer, the Issuer may elect to redeem any Notes that are not
tendered in the Tender Offer and satisfy and discharge the
indenture governing the notes (the "Indenture"), in accordance with
the provisions thereof, at the applicable price as set forth in the
Indenture (which may include calling the Notes for redemption on or
after October 15, 2024 at par which
is, as of the date of the Offer to Purchase, a price that is below
the Purchase Price being offered in the Tender Offer), but nothing
contained herein shall constitute a notice of redemption of the
Notes. In the event that the Issuer does not consummate a
redemption of the Notes, the Issuer may otherwise acquire any Notes
which remain outstanding after the Expiration Time, through open
market or privately negotiated transactions, one or more additional
tender offers, or otherwise, upon such terms and at such prices as
the Issuer may determine, which may be more or less than the prices
to be paid pursuant to the Tender Offer or in a redemption.
However, the Issuer is not obligated to undertake any such
redemptions. Nothing contained in this press release or the Offer
to Purchase constitutes a notice of redemption of the Notes and
there can be no assurance that the Issuer will satisfy and
discharge, redeem or otherwise extinguish any Notes that are not
tendered in the Tender Offer.
Statements of intent in this press release shall not constitute
a notice of redemption under the Indenture. Any such notice, if
made, will only be made in accordance with the provisions of the
Indenture. The Issuer may, subject to certain conditions and
applicable law, amend, extend or terminate the Tender Offer at any
time in its sole discretion. The Tender Offer is not conditioned on
any minimum amount of Notes being tendered.
The complete terms and conditions of the Tender Offer are
described in the Tender Offer Documents, including the Offer to
Purchase, copies of which may be obtained from D.F. King & Co.,
the information and tender agent for the Tender Offer,
at NRM@dfking.com, by telephone at (800) 488-8095 (toll
free) and (212) 269-5550 (collect). The Issuer has
engaged RBC Capital Markets, LLC ("RBC") and CIBC World Markets
Corp. ("CIBC") to act as joint dealer managers in connection with
the Tender Offer. Questions regarding the terms of the Tender Offer
may be directed to RBC by telephone at (212) 618-7843
and (877) 381-2099 (toll free) or CIBC by telephone at
(800) 282-0822 (toll free).
This press release is for information purposes only, and does
not constitute an offer to sell, a solicitation to buy or an offer
to purchase or sell any securities. Neither this press release nor
the Tender Offer Documents is an offer to sell or a solicitation of
an offer to buy debt securities in the New Financing or any other
securities. The Tender Offer is not being made 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.
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
Some of the information in this press release contains
"forward-looking statements" and "forward-looking information"
within the meaning of applicable Canadian securities legislation
(collectively, "forward-looking statements"). These forward-looking
statements reflect the Issuer's current estimates, expectations and
projections about its future results, performance, prospects and
opportunities. Specific forward-looking statements contained in
this press release include, among others: statements relating to
the New Financing and the receipt of the net proceeds therefrom;
the anticipated timing of the Tender Offer; the Issuer's ability or
intent to pay principal, interest and premium (if any) on its debt;
and other similar statements concerning matters that are not
historical facts. Words such as "may," "will," "should," "could,"
"would," "predicts," "potential," "continue," "expects,"
"anticipates," "future," "intends," "plans," "believes,"
"estimates," "appears," "projects" and similar expressions, as well
as statements in future tense, identify forward-looking
statements.
Forward-looking statements should not be read as a guarantee of
future performance or results, and will not necessarily be accurate
indications of the times at, or by, which such performance or
results will be achieved. Forward-looking information is based on
information available at the time and/or management's good faith
belief with respect to future events, and is subject to risks and
uncertainties that could cause actual performance or results to
differ materially from those expressed in the statements. Important
factors that, individually or in the aggregate, could cause such
differences include, but are not limited to, market risks and
uncertainties, including those which might affect the Tender Offer
or the New Financing, and certain other factors discussed in the
Offer to Purchase. The Issuer can give no assurances that any of
the events anticipated by the forward-looking statements will
occur.
Forward-looking statements speak only as of the date the
statements are made. The Issuer assumes no obligation to update
forward-looking statements to reflect actual results, changes in
assumptions or changes in other factors affecting forward-looking
information, except to the extent required by applicable securities
laws.
DISCLAIMER
This press release must be read in conjunction with the Tender
Offer Documents. This press release and the Tender Offer Documents
(including the documents incorporated by reference therein) contain
important information which must be read carefully before any
decision is made with respect to the Tender Offer. If any holder of
the Notes is in any doubt as to the action it should take, it is
recommended to seek its own legal, tax, accounting and financial
advice, including as to any tax consequences, immediately from its
stockbroker, bank manager, attorney, accountant or other
independent financial or legal adviser. Any individual or company
whose Notes are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to participate in the Tender
Offer. None of the Issuer, the dealer managers, the information and
tender agent, or any person who controls or is a director, manager,
officer, employee or agent of such persons, or any affiliate of
such persons, makes any recommendation as to whether holders of
Notes should participate in the Tender Offer.
For further information, contact:
Tom Medvedic
Senior Vice President & Chief Financial Officer
Tom.Medvedic@nrm.ca
Chris Menzies
Vice President, Corporate Development
Chris.Menzies@nrm.ca
View original
content:https://www.prnewswire.com/news-releases/northriver-midstream-announces-commencement-of-a-cash-tender-offer-for-its-5-625-senior-secured-notes-due-2026--302180226.html
SOURCE NorthRiver Midstream Finance LP