DALLAS, December 8, 2020 – Blue Racer Midstream, LLC (“Blue Racer”) announced today that it has commenced a cash tender offer (the “Tender Offer”) to purchase any and all of its outstanding 6.125% senior unsecured notes due 2022 (the “2022 Notes”). As of November 30, 2020, there was $700.3 million aggregate principal amount of the 2022 Notes outstanding. The Tender Offer is being made pursuant to an offer to purchase, dated today, and a related notice of guaranteed delivery. The Tender Offer will expire at 5:00 p.m., New York City time, on December 16, 2020, unless extended (the “Expiration Time”). Tendered 2022 Notes may be withdrawn at any time before the Expiration Time.
Holders of 2022 Notes that are validly tendered (and not validly withdrawn) at or prior to the Expiration Time, or who deliver to the tender and information agent a properly completed and duly executed notice of guaranteed delivery and subsequently deliver such 2022 Notes, each in accordance with the instructions described in the offer to purchase, will receive $1,001.65 per $1,000 principal amount of the 2022 Notes accepted for purchase. In addition, all holders of 2022 Notes accepted for purchase will receive accrued and unpaid interest from and including the last interest payment date up to, but not including, the settlement date.
The Tender Offer is contingent upon, among other things, Blue Racer’s (i) successful completion of a proposed debt financing transaction, the gross proceeds of which will be at least $550 million(the “Proposed Financing”) and (ii) borrowing of at least $150.0 million under its revolving credit facility (together with the Proposed Financing, the “Financing Condition”). The Tender Offer is not conditioned on any minimum amount of 2022 Notes being tendered. Blue Racer may amend, extend or terminate the Tender Offer, in its sole discretion. Concurrently with the launch of the Tender Offer, Blue Racer has given notice of its intent to redeem, on January 7, 2021, any and all 2022 Notes not purchased in the Tender Offer, pursuant to the terms of the indenture governing the 2022 Notes, conditioned upon and subject to satisfaction of the Financing Condition.
The Tender Offer is being made pursuant to the terms and conditions contained in the offer to purchase and related notice of guaranteed delivery, copies of which are available at https://www.gbsc-usa.com/blueracer/ or may be requested from the information agent for the Tender Offer, Global Bondholder Service Corporation, by telephone at (866) 470-3700 (toll free) or for banks and brokers, at (212) 430-3774, and by email at contact@gbsc-usa.com.
Persons with questions regarding the Tender Offer should contact the lead dealer manager for the Tender Offer, RBC Capital Markets, LLC, at (877) 381-2099 (toll free) or (212) 618-7843.
This news release does not constitute an offer to purchase or the solicitation of an offer to sell the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
Forward-Looking Statements
This press release may include “forward-looking statements.” All statements, other than statements of historical fact, included in this press release that address activities, events or developments that Blue Racer expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on certain assumptions made by Blue Racer based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement. Blue Racer undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release.
Media contact:
Casey Nikoloric, Managing Principal, TEN|10 Group
303.433.4397, x101 o | 303.507.0510 m | casey.nikoloric@Ten10Group.com