CALGARY, AB, June 28, 2024 /PRNewswire/ — NorthRiver Midstream Finance LP (the “Issuer”) announced today the results and the pricing terms of the previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 5.625% senior secured notes due 2026 (the “Notes”). The Tender Offer expired at 5:00 p.m., New York City time, on Friday, June 28, 2024 (the “Expiration Date”). As of the Expiration Date, US$472,937,000 or 90.08% of the US$525,000,000 outstanding aggregate principal amount of the Notes had been validly tendered and not withdrawn in the Tender Offer (excluding US$1,694,000 in aggregate principal amount of the Notes submitted pursuant to the guaranteed delivery procedures described in the Offer to Purchase, dated June 24, 2024 (the “Offer to Purchase”) and the related Notice of Guaranteed Delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Tender Offer Documents”)).

Subject to the satisfaction or waiver of the conditions set forth in the Tender Offer Documents, the settlement date for the Notes validly tendered (and not validly withdrawn) at or prior to the Expiration Date and accepted for purchase in the Tender Offer, including Notes submitted using the Notice of Guaranteed Delivery, is expected to occur on July 3, 2024 (the “Settlement Date”).

The consideration to be paid under the Tender Offer will be US$1,000.29 per US$1,000 principal amount of Notes (the “Purchase Price”), plus accrued and unpaid interest to, but not including, the Settlement Date, which was determined in the manner described in the Offer to Purchase by reference to the fixed spread for the Notes specified below plus the yield based on the bid-side price of the U.S. Treasury Reference Security specified below, as quoted on the Bloomberg Bond Trader FIT3 series of pages, at 2:00 p.m. New York City time, today, the Expiration Date.

Certain information regarding the Notes and the pricing terms is set forth in the table below.

The Issuer intends to fund the Purchase Price for the Notes tendered in the Tender Offer with net proceeds it receives from the sale of US$525,000,000 aggregate principal amount of its 6.750% senior secured notes due 2032 (the “New Financing”). The consummation of the Tender Offer and the Issuer’s obligation to pay for Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer is subject to certain market and other conditions described in the Offer to Purchase, including the consummation of the New Financing and the receipt of net proceeds therefrom. Additional terms and conditions of the Tender Offer are set forth in the Tender Offer Documents.

Following the consummation of the New Financing and the Tender Offer, the Issuer may elect to redeem Notes that were not tendered in the Tender Offer and satisfy and discharge the indenture governing the Notes (the “Indenture”), in accordance with the provisions thereof, at the applicable price as set forth in the Indenture. In the event that the Issuer does not consummate a redemption of the Notes, the Issuer may otherwise acquire outstanding Notes, through open market or privately negotiated transactions, one or more additional tender offers, or otherwise, upon such terms and at such prices as the Issuer may determine. However, the Issuer is not obligated to undertake any such transactions and there can be no assurance that the Issuer will satisfy and discharge, redeem or otherwise extinguish any Notes that were not tendered in the Tender Offer.

Statements of intent in this press release shall not constitute a notice of redemption under the Indenture. Any such notice, if made, will only be made in accordance with the provisions of the Indenture.

The Tender Offer was made pursuant to the Tender Offer Documents. RBC Capital Markets, LLC and CIBC World Markets Corp. acted as joint dealer managers for the Tender Offer. This press release is for information purposes only, and does not constitute an offer to sell, a solicitation to buy or an offer to purchase or sell any securities. Neither this press release nor the Tender Offer Documents is an offer to sell or a solicitation of an offer to buy debt securities in the New Financing or any other securities. The Tender Offer was not made 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.

INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

Some of the information in this press release contains “forward-looking statements” and “forward-looking information” within the meaning of applicable Canadian securities legislation (collectively, “forward-looking statements”). These forward-looking statements reflect the Issuer’s current estimates, expectations and projections about its future results, performance, prospects and opportunities. Specific forward-looking statements contained in this press release include, among others: statements relating to the New Financing and the intended use of the net proceeds therefrom; the anticipated timing of the settlement of the Tender Offer; the Issuer’s ability or intent to pay principal, interest and premium (if any) on its debt; and other similar statements concerning matters that are not historical facts. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “appears,” “projects” and similar expressions, as well as statements in future tense, identify forward-looking statements.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking information is based on information available at the time and/or management’s good faith belief with respect to future events, and is subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statements. Important factors that, individually or in the aggregate, could cause such differences include, but are not limited to, market risks and uncertainties, including those which might affect the Tender Offer or the New Financing, and certain other factors discussed in the Offer to Purchase. The Issuer can give no assurances that any of the events anticipated by the forward-looking statements will occur.

Forward-looking statements speak only as of the date the statements are made. The Issuer assumes no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws.  

DISCLAIMER

This press release must be read in conjunction with the Tender Offer Documents. If any holder of the 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.

For further information, contact:

Tom Medvedic

Senior Vice President & Chief Financial Officer

[email protected]

Chris Menzies

Vice President, Corporate Development

[email protected]

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SOURCE NorthRiver Midstream Finance LP

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