Atlas Pipeline gets consents for 73.4% of 8¾% notes, calls remainder

By Toni Weeks

San Luis Obispo, Calif., Feb. 11 - Atlas Pipeline Partners, LP said it received tenders and consents representing about 73.4% of its $365,822,000 principal amount of 8¾% senior notes due 2018 by 5 p.m. ET on Feb. 8, the expiration of the consent solicitation.

This amount exceeded the amount of consents required to amend the indenture governing the notes, and the company, along with trustee U.S. Bank NA, has executed a supplemental indenture to effect the proposed amendments, which will eliminate substantially all of the restrictive covenants and some events of default in the note indenture.

The company also announced it has issued a notice to fully redeem all remaining outstanding notes on March 12. The redemption price will be par plus a make-whole amount that will be calculated as of March 7. The company will also pay accrued interest up to but not including the March 12 redemption date.

As previously reported, holders who tendered their notes by the consent deadline received $1,071.68 plus accrued interest up to but not including the initial settlement date of Feb. 11. The amount includes a consent payment of $30.00 for each $1,000 principal amount of notes.

Those who tender after the consent deadline will receive $1,041.68 per $1,000 principal amount plus accrued interest up to the final settlement date, which is expected to be Feb. 26.

The tender offer will end at 11:59 p.m. ET on Feb. 25.

The tender offer is conditioned on the company receiving consents from holders of a majority of the outstanding notes and execution of a supplemental indenture amending the notes as well as obtaining financing, which have all been satisfied. The company priced on Jan. 28 an upsized $650 million issue of 10.5-year senior notes at par to yield 5 7/8%, as reported by Prospect News. The proceeds of the note issue will fund the consent solicitation, tender offer and redemption, according to a Monday press release.

Global Bondholder Services Corp. (866 736-2200 or, for banks and brokers, 212 430-3774) is the depositary and information agent. BofA Merrill Lynch (888 292-0070 and collect 980 387-3907) is the dealer manager and solicitation agent.

The Moon Township, Pa.-based company is a midstream energy services provider.

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