CALGARY,
AB, June 28, 2024 /PRNewswire/ -- NorthRiver
Midstream Finance LP (the "Issuer") announced today the results and
the pricing terms of the previously announced 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
expired at 5:00 p.m., New York City time, on Friday, June 28, 2024 (the "Expiration Date"). As
of the Expiration Date, US$472,937,000 or 90.08% of the US$525,000,000 outstanding aggregate principal
amount of the Notes had been validly tendered and not withdrawn in
the Tender Offer (excluding US$1,694,000 in aggregate principal amount of the
Notes submitted pursuant to the guaranteed delivery procedures
described in the Offer to Purchase, dated June 24, 2024 (the "Offer to Purchase") and the
related Notice of Guaranteed Delivery (the "Notice of Guaranteed
Delivery" and, together with the Offer to Purchase, the "Tender
Offer Documents")).
Subject to the satisfaction or waiver of the conditions set
forth in the Tender Offer Documents, the settlement date for the
Notes validly tendered (and not validly withdrawn) at or prior to
the Expiration Date and accepted for purchase in the Tender Offer,
including Notes submitted using the Notice of Guaranteed Delivery,
is expected to occur on July 3, 2024
(the "Settlement Date").
The consideration to be paid under the Tender Offer will be
US$1,000.29 per US$1,000 principal amount of Notes (the "Purchase
Price"), plus accrued and unpaid interest to, but not including,
the Settlement Date, which was determined in the manner described
in the Offer to Purchase by reference to the fixed spread for the
Notes specified below plus the yield based on the bid-side price of
the U.S. Treasury Reference Security specified below, as quoted on
the Bloomberg Bond Trader FIT3 series of pages, at 2:00 p.m. New York
City time, today, the Expiration Date.
Certain information regarding the Notes and the pricing terms is
set forth in the table below.
Title of
Security
|
CUSIP
Numbers
|
Aggregate
Principal
Amount
Outstanding
|
U.S. Treasury
Reference
Security
|
Bloomberg
Reference
Page
|
Reference
Yield
|
Fixed
Spread
|
Total
Purchase
Price(1)
|
Aggregate
Principal
Amount
Accepted for
Purchase(2)
|
Percentage of
Aggregate
Principal
Amount
Outstanding(2)
|
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
|
5.454 %
|
0 bps
|
US$1,000.29
|
US$472,937,000
|
90.08 %
|
|
(1) Per US$1,000
principal amount.
|
(2) Not including any
amount of Notes submitted pursuant to the guaranteed delivery
procedure described in the Tender Offer Documents.
|
The Issuer intends to fund the Purchase Price for the Notes
tendered in the Tender Offer with net proceeds it receives from the
sale of US$525,000,000 aggregate
principal amount of its 6.750% senior secured notes due 2032 (the
"New Financing"). The consummation of the Tender Offer and the
Issuer's obligation 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 of the New Financing and the
receipt of net proceeds therefrom. Additional terms and conditions
of the Tender Offer are set forth in the Tender Offer
Documents.
Following the consummation of the New Financing and the Tender
Offer, the Issuer may elect to redeem Notes that were 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. In the event that the Issuer does not consummate a
redemption of the Notes, the Issuer may otherwise acquire
outstanding Notes, 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.
However, the Issuer is not obligated to undertake any such
transactions and there can be no assurance that the Issuer will
satisfy and discharge, redeem or otherwise extinguish any Notes
that were 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 Tender Offer was made pursuant to the Tender Offer
Documents. RBC Capital Markets, LLC and CIBC World Markets Corp.
acted as joint dealer managers for the Tender Offer. 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 was not 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 intended use of the net proceeds
therefrom; the anticipated timing of the settlement 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. 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.
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
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content:https://www.prnewswire.com/news-releases/northriver-midstream-announces-expiration-and-pricing-terms-of-tender-offer-for-any-and-all-of-its-outstanding-5-625-senior-secured-notes-due-2026-with-approximately-us472-9-million-having-been-tendered-302186235.html
SOURCE NorthRiver Midstream Finance LP