SAN ANTONIO–(BUSINESS WIRE)–Howard Midstream Energy Partners, LLC (the “Company”) announced today the results of the previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 6.75 percent senior notes due 2027 (the “Notes”). The Tender Offer expired at 5:00 p.m., New York City time, on Wednesday June 12, 2024 (the “Expiration Time”). As of the Expiration Time, $377,604,000 or 94.40 percent of the $400,000,000 outstanding aggregate principal amount of the Notes had been validly tendered and not withdrawn in the Tender Offer (excluding $1,336,000 in aggregate principal amount of the Notes submitted pursuant to the guaranteed delivery procedures described in the Offer to Purchase, dated June 6, 2024 (the “Offer to Purchase”) and the related Notice of Guaranteed Delivery (together with the Offer to Purchase, the “Tender Offer Documents”)). The Company expects to accept for purchase all of the Notes validly tendered and delivered (and not validly withdrawn) in the Tender Offer at or prior to the Expiration Time. Payment for the Notes purchased pursuant to the Tender Offer is intended to be made on June 17, 2024 (the “Settlement Date”).
Certain information regarding the Notes is set forth in the table below.
|
Title of Security |
CUSIP Number |
Aggregate Principal Amount Outstanding |
Aggregate Principal Amount Accepted for Purchase(1) |
Percentage of Aggregate Principal Amount Outstanding(1) |
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|
6.75% Senior Notes due 2027 |
144A: 442722 AA2 Reg S: U4425T AA0 |
$400,000,000 |
$377,604,000 |
94.40% |
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|
(1) Not including any amount of Notes submitted pursuant to the guaranteed delivery procedures described in the Tender Offer Documents. |
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The consideration to be paid under the Tender Offer will be $1,021.59 per $1,000 principal amount of Notes (the “Tender Offer Consideration”), plus accrued and unpaid interest to, but not including, the Settlement Date. No tenders submitted after the Expiration Time will be valid. Subject to the terms and conditions of the Tender Offer, holders that validly tendered their Notes and did not validly withdraw such Notes at or prior to the Expiration Time and whose Notes are accepted for purchase pursuant to the Tender Offer are eligible to receive the Tender Offer Consideration.
Completion of the Tender Offer is subject to certain market and other conditions, including the consummation of the Offering (as defined below).
The Company intends to fund the Tender Offer Consideration for the Notes tendered in the Tender Offer with net proceeds it receives from the sale of $600,000,000 aggregate principal amount of its 7.375 percent senior notes due 2032 (the “Offering”). Additional terms and conditions of the Tender Offer are set forth in the Tender Offer Documents.
The Company expects to redeem any Notes that were not tendered and accepted for purchase in the Tender Offer upon not less than 10 nor more than 60 business days’ notice following the Settlement Date at a price equal to the Tender Offer Consideration, together with payment of accrued and unpaid interest to, but excluding, the date of redemption.
The Tender Offer was made pursuant to the Tender Offer Documents. RBC Capital Markets, LLC acted as the sole dealer manager for the Tender Offer. This press release is neither an offer to purchase nor a solicitation to buy any of the Notes nor is it a solicitation for acceptance of the Tender Offer.
ABOUT HOWARD ENERGY PARTNERS
San Antonio-based Howard Midstream Energy Partners, LLC d/b/a Howard Energy Partners is a diversified, purpose-driven energy infrastructure company focused on providing abundant, clean, low cost, reliable energy that powers communities and businesses and helps people flourish. We own and operate a portfolio of critical energy infrastructure in Texas, New Mexico, Oklahoma, Pennsylvania, and Mexico that is strategically positioned to serve the world’s current and future energy needs. The company has corporate offices in San Antonio and Houston, Texas and Monterrey, Mexico.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements involve risks and uncertainties, many of which are beyond the control of the Company, that may cause actual events, results, or performance to differ materially from those indicated by such statements. These forward-looking statements are expressed in good faith, and the Company believes there is a reasonable basis for them. However, there can be no assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and the Company is not under any obligation, and expressly disclaim any obligation, to update, alter, or otherwise revise any forward-looking statement, except as required by law.
DISCLAIMER
This announcement must be read in conjunction with the Tender Offer Documents. This announcement 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 2027 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 2027 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 Company, the dealer manager, the information 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 2027 Notes should participate in the Tender Offer.
Contacts
Media Contact:
Meggan Morrison
Redbird Communications Group
Investor Contact:
Matt Lawrence
