Crestwood Midstream Partners LP (“CMLP”), a wholly-owned
subsidiary of Crestwood Equity Partners LP (NYSE:CEQP), announced
today that CMLP has commenced two concurrent cash tender offers
(the “offers”) to purchase any and all of the outstanding senior
notes listed in the following table at the cash purchase prices
shown in the column titled “Consideration per $1,000 of Notes.”
Principal Consideration
CUSIP Amount per $1,000 of Issuer(1)
Title of Security Number Outstanding
Notes Crestwood Midstream Partners LP 6.000% Senior Notes
due 2020 226373AJ7 $338,758,000 $1,033.00 Crestwood
Midstream Partners LP 6.125% Senior Notes due 2022 226373AH1
$436,436,000 $1,048.94
(1) Crestwood Midstream Finance Corp., a wholly owned subsidiary
of Crestwood Midstream Partners LP, is a co-issuer of each series
of these securities.
Holders whose notes are purchased will also receive accrued and
unpaid interest thereon from the applicable last interest payment
date up to, but not including, the initial settlement date, which
is expected to be March 14, 2017.
The offers are being made pursuant to an Offer to Purchase dated
today, a related Letter of Transmittal and a related Notice of
Guaranteed Delivery, which set forth the complete terms and
conditions of the offers.
Each offer will expire at 5:00 p.m. New York City Time on March
13, 2017, unless extended (the “Expiration Time”). Tendered notes
may be withdrawn at any time before the Expiration Time. Holders of
notes must validly tender and not validly withdraw their notes (or
comply with the procedures for guaranteed late delivery) before the
Expiration Time to be eligible to receive the consideration for
each series of notes. Settlement for notes tendered prior to the
Expiration Time and accepted for purchase will occur promptly after
the Expiration Time. The initial settlement date is expected to be
March 14, 2017, assuming that the offers are not extended or
earlier terminated. The settlement date for any notes tendered
pursuant to a Notice of Guaranteed Delivery is expected to be on
March 16, 2017, subject to the same assumption, and payment for
such notes would include accrued and unpaid interest thereon only
to, but not including, the initial settlement date.
The offer for each series of notes is conditioned upon the
satisfaction of certain conditions, including the completion of a
contemporaneous notes offering by CMLP on terms and conditions
(including, but not limited to, the amount of proceeds raised in
such offering) satisfactory to CMLP. Neither offer is conditioned
upon any minimum amount of notes being tendered or the consummation
of the other offer.
Each offer may be amended, extended, terminated or withdrawn
separately in CMLP’s sole discretion.
There is no assurance that the offers will be subscribed for in
any amount. Depending upon the results of either offer, CMLP may or
may not elect to redeem or otherwise repurchase any of the notes
that were subject to that offer but remain outstanding afterwards,
either promptly after expiration of the offer or at one or more
later times.
CMLP has retained J.P. Morgan Securities LLC to serve as the
exclusive Dealer Manager for the offers. Questions regarding the
terms of the offers may be directed to J.P. Morgan Securities LLC
by calling (212) 834-4811 (collect) or (866) 834-4666
(toll-free).
CMLP has also retained D.F. King & Co., Inc. to serve as the
Tender Agent and Information Agent for the offers.
Neither CMLP, the dealer manager, the tender agent nor the
information agent makes any recommendation to any holder whether to
tender or refrain from tendering any or all of such holder’s notes,
and none of them have authorized any person to make any such
recommendation. Holders are urged to evaluate carefully all
information in the offer documents, consult their own investment
and tax advisors and make their own decisions whether to tender
notes.
The offers are being made pursuant to the terms and conditions
contained in the Offer to Purchase, Letter of Transmittal and
Notice of Guaranteed Delivery, copies of which may be obtained from
D.F. King & Co., Inc., the tender agent and information agent
for the offers, by calling (866) 416-0552 (toll free) or, for banks
and brokers, (212) 269-5550 or emailing cmplp@dfking.com. Copies of
the Offer to Purchase, Letter of Transmittal and Notice of
Guaranteed Delivery are also available at the following web
address: http://www.dfking.com/cmplp.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any notes in the offers. In
addition, this press release is not an offer to sell or the
solicitation of an offer to buy any securities issued in connection
with any contemporaneous notes offering, nor shall there be any
sale of the securities issued in such offering in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any
such jurisdiction. Any such securities will be offered only by
means of a prospectus, including a prospectus supplement relating
to such securities, meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
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 most recent annual report 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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version on businesswire.com: http://www.businesswire.com/news/home/20170307005828/en/
Crestwood Midstream Partners LPInvestor
ContactJosh Wannarka, 713-380-3081Vice President, Investor
Relationsjosh.wannarka@crestwoodlp.com
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