Blackstone (NYSE: BX) today announced the pricing of the
previously announced cash tender offer by Blackstone Holdings
Finance Co. L.L.C. (the “Company”) for any and all of its 5.875%
Senior Notes due 2021 listed in the table below (the “Notes”). The
tender offer is being made on the terms and subject to the
conditions set forth in the offer to purchase dated September 3,
2019 and the related letter of transmittal and notice of guaranteed
delivery.
The tender offer will expire at 5:00 p.m., New York City time,
on September 9, 2019, unless extended or earlier terminated as
described in the offer to purchase (such time and date, as they may
be extended, the “Expiration Time”). Holders of the Notes who
validly tender (and do not validly withdraw) their Notes prior to
the Expiration Time, or who deliver to the depositary a properly
completed and duly executed notice of guaranteed delivery in
accordance with the instructions described in the offer to purchase
and who deliver the Notes in accordance with such notice, will be
eligible to receive in cash the Notes Consideration described
below.
Notes
CUSIP Number/ISIN
Principal Amount
Outstanding
U.S. Treasury Reference
Security
Bloomberg Reference
Page
Reference Treasury
Yield
Fixed Spread
Tender Offer Consideration
(1)(2)
5.875% Senior Notes due 2021
CUSIP No. 09256BAB3 (144A)
$400,000,000
1.500% UST due 8/31/2021
FIT1
1.589%
+50 bps
$1,056.13
CINS No. U09254AB6 (Reg S)
ISINs
US09256BAB36 (144A)
USU09254AB61 (Reg S)
(1) Per $1,000 principal amount.
(2) Notes Consideration (as defined below)
calculated on the basis of pricing for the U.S. Treasury Reference
Security as of 11:00 a.m., New York city time, on September 9,
2019.
The tender offer is being made pursuant to the terms and
conditions set forth in the offer to purchase, dated September 3,
2019, and the related letter of transmittal and notice of
guaranteed delivery (as they may each be amended or supplemented
from time to time, the “Tender Offer Documents”), to purchase for
cash any and all of the Notes. The Company refers investors to the
Tender Offer Documents for the complete terms and conditions of the
tender offer.
The “Notes Consideration” set forth in the table above for each
$1,000 principal amount of the Notes validly tendered and accepted
for purchase pursuant to the tender offer was determined by the
dealer managers for the tender offer in the manner described in the
offer to purchase by reference to a fixed spread (the “Fixed
Spread”) for the Notes specified in the table above plus the yield
based on the bid-side price of the U.S. Treasury Reference Security
specified in the table above at 11:00 a.m., New York City time, on
September 9, 2019.
Holders will also receive accrued and unpaid interest on the
Notes validly tendered and accepted for purchase from the March 15,
2019 interest payment date up to, but not including, the date the
Company initially makes payment for such Notes, which date is
anticipated to be September 10, 2019 (the “Settlement Date”).
Information Relating to the Tender Offer
Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC
are joint lead dealer managers in connection with the tender offer.
Global Bondholder Services Corporation (“GBS”) is the depositary
and information agent for the tender offer.
For additional information regarding the terms of the tender
offer, please contact Citigroup at 800-558-3745 (toll-free) or
212-723-6106 (collect) or Morgan Stanley at 800-624-1808
(toll-free) or 212-761-1057 (collect). Questions regarding the
tender offer should be directed to GBS at 212-430-3774 (banks and
brokers) or 866-470-3700 (all others).
The complete terms and conditions of the tender offer are
described in the offer to purchase and the related letter of
transmittal and notice of guaranteed delivery. These documents are
available at http://www.gbsc-usa.com/Blackstone/ and may also be
obtained by contacting GBS by telephone.
None of the Company, the board of directors of Blackstone Group
Management L.L.C., the dealer managers, GBS or the trustee for the
Notes, or any of their respective affiliates, is making any
recommendation as to whether holders should tender any Notes in
response to the tender offer. Holders must make their own decision
as to whether to tender any of their Notes and, if so, the
principal amount of Notes to tender.
This announcement is not an offer to purchase or a solicitation
of an offer to sell any securities and shall not constitute a
notice of redemption under the indenture governing the Notes. The
tender offer is being made solely by means of the offer to purchase
and the related letter of transmittal and notice of guaranteed
delivery.
About Blackstone
Blackstone is one of the world’s leading investment firms. We
seek to create positive economic impact and long-term value for our
investors, the companies we invest in, and the communities in which
we work. We do this by using extraordinary people and flexible
capital to help companies solve problems. Our businesses, with $545
billion in assets under management, include investment vehicles
focused on private equity, real estate, public debt and equity,
non-investment grade credit, real assets and secondary funds, all
on a global basis.
Forward-Looking Statements
This release may contain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934 which reflect our
current views with respect to, among other things, our operations,
taxes, earnings and financial performance, share repurchases and
dividends. You can identify these forward-looking statements by the
use of words such as “outlook,” “indicator,” “believes,” “expects,”
“potential,” “continues,” “may,” “will,” “should,” “seeks,”
“approximately,” “predicts,” “intends,” “plans,” “estimates,”
“anticipates” or the negative version of these words or other
comparable words. Such forward-looking statements are subject to
various risks and uncertainties. Accordingly, there are or will be
important factors that could cause actual outcomes or results to
differ materially from those indicated in these statements. We
believe these factors include but are not limited to those
described under the section entitled “Risk Factors” in our Annual
Report on Form 10-K for the year ended December 31, 2018 and in our
Quarterly Reports on Form 10-Q for the quarters ended March 31,
2019 and June 30, 2019, as such factors may be updated from time to
time in our periodic filings with the United States Securities and
Exchange Commission (“SEC”), which are accessible on the SEC’s
website at www.sec.gov. These factors should not be construed as
exhaustive and should be read in conjunction with the other
cautionary statements that are included in this release and in our
other periodic filings. The forward-looking statements speak only
as of the date of such statement, and we undertake no obligation to
publicly update or review any forward-looking statement, whether as
a result of new information, future developments or otherwise.
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