CALGARY, May 16 /CNW/ - Gibson Energy ULC and GEP Midstream Finance
Corp. (together, the "Issuers") announced today that they have
commenced cash tender offers to purchase any and all of their
outstanding 11.75% First Lien Senior Secured Notes due 2014 (the "First
Lien Notes") and 10.00% Senior Notes due 2018 (the "Senior Notes" and,
together with the First Lien Notes, the "Notes") and related consent
solicitations to effect certain amendments to the indentures governing
the Notes. The full terms and conditions of each of the tender offers
and consent solicitations are set forth in respective Offers to
Purchase and Consent Solicitation Statements and related Letters of
Transmittal and Consent, each dated today. The table below sets forth
information with respect to each series of Notes and the tender offers.
Title of Notes
|
CUSIP
|
Aggregate Principal Amount Outstanding
|
Tender Offer Consideration(1)
|
Consent Payment(1)
|
Total Consideration(1)(2)
|
|
|
|
|
|
|
11.75% First Lien Senior Secured Notes due 2014
|
374826 AD7
|
$560,000,000
|
$1,127.75
|
$20.00
|
$1,147.75
|
10.00% Senior Notes due 2018
|
374826 AC9
|
$200,000,000
|
$1,177.50
|
$20.00
|
$1,197.50
|
-
Per $1,000 principal amount of Notes validly tendered and accepted for
purchase.
-
Inclusive of the Early Consent Payment.
Both tender offers are scheduled to expire at midnight, New York City
time, on June 13, 2011, unless extended or earlier terminated by the
Issuers (the "Expiration Date"). Holders who tender their Notes before
5:00 p.m., New York City time, on May 27, 2011 (the "Consent Date")
will receive the total consideration, which includes a consent payment.
Holders who tender their Notes after the Consent Date, but before the
Expiration Date will receive the tender offer consideration but not the
consent payment. To the extent a tender offer is not consummated, the
consent payment will not be paid in respect of any Notes tendered in
connection with such tender offer.
In conjunction with the tender offers, the Issuers are also soliciting
the consent of holders of the Notes to eliminate substantially all of
the restrictive covenants and certain events of default and related
provisions in the indentures governing the Notes, and to execute
supplemental indentures to amend the indentures, among the Issuers, the
subsidiary guarantors, the trustees and the collateral trustee, in the
case of the First Lien Notes. The proposed amendments to the indentures
require the consent of at least a majority in aggregate principal
amount of outstanding Notes to be adopted, and, in the case of the
First Lien Notes, the consent of holders of 75% of the aggregate
principal amount of outstanding First Lien Notes for certain provisions
regarding the release of collateral. Holders cannot tender their Notes
without delivering a consent and cannot deliver a consent without
tendering their Notes.
Under the terms of the tender offer for the First Lien Notes, the total
consideration payable per $1,000 principal amount of First Lien Notes
validly tendered and not validly withdrawn on or prior to the Consent
Date and accepted for purchase by the Issuers is equal to $1,147.75,
including the consent payment. Holders who tender their Notes after
the Consent Date will receive the tender offer consideration, which is
the total consideration minus the consent payment of $20.00 per $1,000
principal amount of First Lien Notes, which will be payable promptly
following the Expiration Date, on the Payment Date (as defined in the
tender offer documents). In addition to the total consideration or
tender offer consideration, as applicable, holders of notes accepted
for payment will receive accrued and unpaid interest from the last
interest payment date for the notes to, but not including, the Payment
Date.
Under the terms of the tender offer for the Senior Notes, the total
consideration payable per $1,000 principal amount of Senior Notes
validly tendered and not validly withdrawn on or prior to the Consent
Date and accepted for purchase by the Issuers is equal to $1,197.50,
including the consent payment. Holders who tender their Notes after the
Consent Date will receive the tender offer consideration, which is the
total consideration minus the consent payment of $20.00 per $1,000
principal amount of Senior Notes, which will be payable promptly
following the Expiration Date, on the Payment Date. In addition to the
total consideration or tender offer consideration, as applicable,
holders of Notes accepted for payment will receive accrued and unpaid
interest from the last interest payment date for the Notes to, but not
including, the Payment Date.
Notes tendered may be withdrawn at any time prior to 5:00 p.m. New York
City time, on the Consent Date and Notes tendered after the Consent
Date and before the Expiration Date may not be withdrawn. Payment for
tendered Notes will be made promptly following the acceptance of the
Notes validly tendered by the Expiration Date, on the Payment Date.
Holders of validly tendered and accepted First Lien Notes and Senior
Notes will receive accrued and unpaid interest from the last interest
payment date through the day prior to the date such Notes are
purchased.
Both tender offers are subject to the satisfaction of certain
conditions, including completion of an initial public offering of the
common shares of Gibson Energy Inc., an affiliate of the Issuers, in
each of the provinces and territories of Canada (the "Initial Public
Offering"), consummation by Gibson Energy ULC of a new senior secured
credit agreement governing a senior secured term loan facility (the
"Term Loan Facility") in an aggregate principal amount of up to $700.0
million and a senior secured revolving credit facility of up to $250.0
and the receipt by Gibson Energy ULC of aggregate net cash proceeds of
at least $904.7 million from the Initial Public Offering and borrowings
under the Term Loan Facility. The Issuers cannot assure holders of
Notes that any of these conditions will be satisfied, and the Issuers
may in their sole discretion waive or modify any conditions to, or
terminate or extend, the tender offers.
If not all First Lien Notes are validly tendered pursuant to the tender
offer for the First Lien Notes, the Issuers may exercise their right to
satisfy and discharge the Indenture as promptly as practicable after
the Expiration Date in accordance with the terms of the indenture
governing the First Lien Notes. If not all Senior Notes are validly
tendered pursuant to the tender offer for the Senior Notes, the Issuers
may exercise covenant defeasance with respect to the Senior Notes as
promptly as practicable after the Expiration Date in accordance with
the terms of the indenture governing the Senior Notes.
The Issuers have retained J.P. Morgan Securities LLC to serve as dealer
manager and solicitation agent for the tender offers. The Issuers have
retained Global Bondholder Services Corporation to serve as the tender
agent and as the information agent for the tender offer. Requests for
documents may be directed to Global Bondholder Services Corporation by
phone at (866) 294-2200 or (212) 430-3774 or in writing at 65 Broadway,
Suite 404, New York, New York 10006. Questions regarding the tender
offer may be directed to J.P. Morgan Securities LLC at 383 Madison
Avenue, 3rd Floor, New York, New York 10179, Attn: Liability Management
Group, U.S. Toll Free at (800) 245-8812 or Call Collect at (212)
270-1200.
This press release is for information purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell the Notes or
any other securities. The tender offers are made only by and pursuant
to the terms of the respective Offer to Purchase and Consent
Solicitation Statement and the related Letter of Transmittal and
Consent and the information in this press release is qualified by
reference to the Offers to Purchase and Consent Solicitation Statements
and the related Letter of Transmittal and Consent. The tender offers
are not being made to holders of Notes 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. None of the
Issuers, the dealer manager and solicitation agent or the depositary
and information agent makes any recommendations as to whether holders
should tender their Notes pursuant to the tender offers. Holders must
make their own decisions as to whether to tender Notes, and, if so, the
principal amount of Notes to tender.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the securities offered in the Initial
Public Offering in the United States, in any province or territory of
Canada or in any other jurisdiction. The securities to be offered in
the Initial Public Offering have not been, and will not be, registered
under the United States Securities Act of 1933, as amended (the "U.S.
Securities Act") or any U.S. state securities laws and may not be
offered or sold in the United States absent registration or absent an
applicable exemption from the registration requirements of the U.S.
Securities Act and applicable U.S. state securities laws. There shall
be no sale of the securities in any jurisdiction in which an offer to
sell, a solicitation of an offer to buy or a sale would be unlawful. The amended and restated preliminary prospectus filed in connection
with the Initial Public Offering has not yet become final for the
purposes of a distribution to the public, and there shall not be any
sale or any acceptance of an offer to buy the securities offered in the
Initial Public Offering in any province or territory of Canada prior to
the time a receipt for the final prospectus or other authorization is
obtained from the securities commission or similary authority in such
province or territory.
About Gibson
Gibson is one of the largest independent midstream energy companies in
Canada and a major participant in the crude oil transportation business
in the United States, and is engaged in the movement, storage,
blending, processing, marketing and distribution of crude oil,
condensate, natural gas liquids, and refined products. Gibson
transports hydrocarbons by utilizing its integrated network of
terminals, pipelines, storage tanks, and truck fleet located throughout
western Canada and the United States. Additionally, Gibson, through its
Canwest Propane subsidiary, is the second largest retail propane
distribution company in Canada.