Tallgrass Energy Announces Expiration and Results of Its Tender Offer for Its 7.50% Senior Notes Due 2025
Jan 23, 2024 06:30 AM Mountain Standard Time
LEAWOOD, Kan.—(BUSINESS WIRE)—Tallgrass Energy Partners, LP (“TEP”) announced today that the tender offer (the “Tender Offer”) commenced on Jan. 16, 2024 to purchase any and all of the outstanding 7.50% Senior Notes due 2025 (the “Notes”), co-issued by TEP and Tallgrass Energy Finance Corp., a wholly owned subsidiary of TEP (together with TEP, the “Issuers”), expired at 5 p.m. New York City Time on Jan. 22, 2024 (the “Expiration Time”).
According to Global Bondholder Services Corporation, the tender agent for the offer, valid tenders had been received at the expiration of the offer in the amount and percentage set forth in the table below.
| Title of Security |
|
CUSIP Number |
|
Principal Amount
Outstanding |
|
Principal Amount
Tendered |
|
Percentage of
Principal Amount
Tendered |
|
7.50% Senior Notes due 2025
|
|
87470LAH4 (Rule 144A) /
U8302LAH1 (Regulation S)
|
|
$ 600,000,000
|
|
$ 514,421,000(1)
|
|
85.74%
|
| _______________ |
|
(1)
|
|
Tendered principal amount excludes $4,792,000 aggregate principal amount of the Notes tendered pursuant to the guaranteed delivery procedures described in the Offer to Purchase.
|
TEP expects to accept for purchase all Notes validly tendered and not validly withdrawn as of the Expiration Time and expects to make payment for any such Notes later today. The settlement date for Notes tendered pursuant to guaranteed delivery procedures is expected to be Jan. 25, 2024.
TEP will use a portion of the proceeds from the issuance of $800 million aggregate principal amount of the Issuers’ 7.375% Senior Notes due 2029 (the “New Notes”), which is expected to close today, for the payment of all Notes to be purchased in the Tender Offer. TEP’s obligation to accept and pay for the tendered Notes is conditioned on, among other things, the closing of the offering of the New Notes (the “Notes Offering”). Subject to the completion of the Notes Offering, TEP intends, but is not obligated, to deposit funds with the trustee sufficient to satisfy and discharge the indenture governing the Notes and any Notes that were not tendered in the Tender Offer until redeemed on Oct. 1, 2024 with the funds deposited with the trustee, subject to the satisfaction of certain conditions, including the completion of the Notes Offering.
The Tender Offer was made pursuant to the terms and conditions contained in the Offer to Purchase and Notice of Guaranteed Delivery, copies of which may be obtained from Global Bondholder Services Corporation, by calling (855) 654-2014 (toll free) or, for banks and brokers, (212) 430-3774. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are also available at the following web address: https://www.gbsc-usa.com/tallgrass/.
TEP has retained BofA Securities, Inc. to serve as the exclusive Dealer Manager for the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to BofA Securities, Inc. at +1 (888) 292-0070 (toll-free) or debt_advisory@bofa.com.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offer. 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, including the 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. This press release does not constitute a notice of redemption under the indenture governing the Notes.
Cautionary Note Concerning Forward-Looking Statements
Disclosures in this press release contain forward-looking statements. All statements, other than statements of historical fact, included in this press release that address activities, events or developments that management expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the timing and outcome of the Tender Offer, the redemption of the Notes, the Notes Offering and the use of proceeds therefrom. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of TEP, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements, and other important factors that could cause actual results to differ materially from those projected, including those set forth in reports and financial statements made available by TEP. Any forward-looking statement applies only as of the date on which such statement is made, and TEP does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
About Tallgrass
Tallgrass is a leading energy infrastructure company focused on safely, reliably and sustainably delivering the energy and services that fuel homes and businesses and enable quality of life. We are committed to being at the forefront of efforts to decarbonize our world. An investor group led by Blackstone Infrastructure Partners, which includes Enagás SA, GIC, NPS and USS, owns the outstanding equity interests in Tallgrass.
