Gibson Energy, GEP tender, seek consents for 11¾% notes, 10% notes

By Susanna Moon

Chicago, May 16 - Gibson Energy ULC and GEP Midstream Finance Corp. said they began cash tender offers for all of their outstanding $560 million of 11¾% first-lien senior secured notes due 2014 and $200 million of 10% senior notes due 2018.

The companies also are soliciting consents to amend the notes to eliminate substantially all of the restrictive covenants and events of default, according to a Gibson press release.

For each $1,000 principal amount, the total payment will be $1,147.75 for the 11¾% notes and $1,197.50 for the 10% notes. The total payment includes a consent fee of $20.00 for notes tendered by the consent deadline at 5 p.m. ET on May 27.

The companies also will pay accrued interest up to but excluding the payment date.

The tender offers will end at midnight ET on June 13.

Holders who tender their notes after the consent date will be ineligible to receive the consent payment under the offers.

The proposed amendments require the consent from holders of at least a majority of outstanding notes to be adopted and, in the case of the first-lien notes, the consent from holders of three-quarters of the notes.

Holders may not tender their notes without delivering consents or vice versa.

Tendered notes may be withdrawn at any time before 5 p.m. ET on the consent date.

The tender offers are conditioned on the completion of an initial public offering of the common shares of Gibson Energy Inc., the completion of a new senior secured term loan facility for up to $700 million by Gibson Energy ULC and a senior secured revolving credit facility of up to $250 million and the receipt by Gibson Energy ULC of net cash proceeds of at least $904.7 million from the IPO and borrowings under the term loan facility.

The companies may discharge or defease any remaining notes after the tender offers, the release noted.

J.P. Morgan Securities LLC (attn: liability management group, 800 245-8812 or call collect 212 270-1200) is the dealer manager and solicitation agent. Global Bondholder Services Corp. (866 294-2200 or 212 430-3774) is the tender agent and information agent.

The midstream energy company is based in Calgary, Alta.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.