Tallgrass Energy Partners, LP (“TEP”) announced today that it has commenced a cash tender offer (the “Tender Offer”) to purchase any and all of the outstanding senior notes (the “Notes”) listed in the following table upon the terms and conditions described in TEP’s Offer to Purchase, dated January 16, 2024 (the “Offer to Purchase”).
| Issuer (1) | Title of Security | CUSIP Number | Principal Amount Outstanding | Purchase Price per$1,000 of Notes (2) | ||||||
| Tallgrass Energy Partners, LP | 7.50% Senior Notes due 2025 | 87470LAH4 / (Rule 144A) U8302LAH1 (Regulation S) | $ | 600,000,000 | $ | 1,012.50 | ||||
| (1) | Tallgrass Energy Finance Corp., a wholly owned subsidiary of TEP, is a co-issuer of these securities. | |
| (2) | Holders whose Notes are purchased will also receive accrued and unpaid interest thereon from the last interest payment date up to, but not including, the initial settlement date. |
The Tender Offer is being 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, the tender agent and information agent for the Tender Offer, 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/.
The Tender Offer will expire at 5:00 p.m., New York City time, on January 22, 2024 unless extended or earlier terminated (such time and date, as the same may be extended, the “Expiration Time”). Tendered Notes may be withdrawn at any time before the Expiration Time. Holders of Notes must validly tender and not validly withdraw their Notes (or comply with the procedures for guaranteed delivery) before the Expiration Time to be eligible to receive the consideration for their Notes.
Settlement for Notes tendered prior to the Expiration Time and accepted for purchase will occur promptly after the Expiration Time, which is expected to be January 23, 2024, assuming that the Tender Offer is not extended or earlier terminated. The settlement date for any Notes tendered pursuant to a Notice of Guaranteed Delivery is expected to be on January 25, 2024, subject to the same assumption.
Additionally, TEP intends, but is not obligated, to deposit funds with the trustee sufficient to satisfy and discharge the indenture governing such Notes and any and all Notes not purchased by TEP in the Tender Offer, if any, until redeemed on October 1, 2024 with the funds deposited with the trustee. However, there can be no assurance that any Notes will be repaid. The Tender Offer and the redemption are conditioned upon the satisfaction of certain conditions, including the completion of a contemporaneous notes offering (the “Notes Offering”) by TEP on terms and conditions (including, but not limited to, the amount of proceeds raised in such Notes Offering) satisfactory to TEP. The Tender Offer is not conditioned upon any minimum amount of Notes being tendered. The Tender Offer may be amended, extended, terminated or withdrawn. TEP intends to use the net proceeds of the Notes Offering to fund the purchase of the Notes in the Tender Offer, to redeem any of the Notes outstanding after completion of the Tender Offer and to repay a portion of the outstanding balance of our revolving credit facility, with any excess to be used for general partnership purposes.
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 [email protected].
This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offer and does not constitute a notice of redemption for the Notes. 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, 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.
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 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.
