NorthRiver Midstream Announces Commencement of a Cash Tender Offer for its 5.625% Senior Secured Notes Due 2026

CALGARY, AB, June 24, 2024 /PRNewswire/ -- NorthRiver Midstream Finance LP (the "Issuer") announced today that it has commenced a 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 is being made pursuant to, and upon the terms and conditions set forth in, an Offer to Purchase, dated June 24, 2024 (the "Offer to Purchase"), and the accompanying Notice of Guaranteed Delivery (as they may each be amended or supplemented from time to time, the "Tender Offer Documents").

Certain information regarding the Notes and the U.S. Treasury Reference Security, the Bloomberg reference page and the fixed spread is set forth in the table below.

The consideration (the "Purchase Price") for each US$1,000 principal amount of the Notes validly tendered and accepted for purchase pursuant to the Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the fixed spread for the Notes specified above plus the yield based on the bid-side price of the U.S. Treasury Reference Security specified above, as quoted on the Bloomberg Bond Trader FIT3 series of pages, at 2:00 p.m. New York City time, on June 28, 2024, unless the Tender Offer is extended or earlier terminated by the Issuer.

The Tender Offer is scheduled to expire at 5:00p.m., New York City time, on June 28, 2024 unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as may be extended, the "Expiration Date"). Tendered Notes may be withdrawn prior to or at the earlier of (i) the Expiration Date, and (ii) if the Tender Offer is extended, the 10^th business day after the commencement of the Tender Offer (the "Withdrawal Deadline"). Holders of the Notes are urged to read the Tender Offer Documents carefully before making any decision with respect to the Tender Offer.

In addition to the Purchase Price, holders of Notes that are validly tendered and accepted for purchase will also receive accrued and unpaid interest to, but not including, the settlement date for the Tender Offer, which is currently expected to be no later than three business days following the Expiration Date. The consummation of the Tender Offer and the Issuer's obligation to accept for purchase, and to pay for, Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer is subject to certain market and other conditions described in the Offer to Purchase, including the consummation, on terms and conditions satisfactory to the Issuer in its sole discretion, of an offering of at least US$525.0 million aggregate principal amount of senior secured notes announced today (the "New Financing") and the receipt of net proceeds therefrom.

Following the consummation of the New Financing and the Tender Offer, the Issuer may elect to redeem any Notes that are 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 (which may include calling the Notes for redemption on or after October 15, 2024 at par which is, as of the date of the Offer to Purchase, a price that is below the Purchase Price being offered in the Tender Offer), but nothing contained herein shall constitute a notice of redemption of the Notes.  In the event that the Issuer does not consummate a redemption of the Notes, the Issuer may otherwise acquire any Notes which remain outstanding after the Expiration Time, 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, which may be more or less than the prices to be paid pursuant to the Tender Offer or in a redemption. However, the Issuer is not obligated to undertake any such redemptions. Nothing contained in this press release or the Offer to Purchase constitutes a notice of redemption of the Notes and there can be no assurance that the Issuer will satisfy and discharge, redeem or otherwise extinguish any Notes that are 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 Issuer may, subject to certain conditions and applicable law, amend, extend or terminate the Tender Offer at any time in its sole discretion. The Tender Offer is not conditioned on any minimum amount of Notes being tendered.

The complete terms and conditions of the Tender Offer are described in the Tender Offer Documents, including the Offer to Purchase, copies of which may be obtained from D.F. King & Co., the information and tender agent for the Tender Offer, at [email protected], by telephone at (800) 488-8095 (toll free) and (212) 269-5550 (collect). The Issuer has engaged RBC Capital Markets, LLC ("RBC") and CIBC World Markets Corp. ("CIBC") to act as joint dealer managers in connection with the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to RBC by telephone at (212) 618-7843 and (877) 381-2099 (toll free) or CIBC by telephone at (800) 282-0822 (toll free).

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 is not being 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 receipt of the net proceeds therefrom; the anticipated timing 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. This press release and the Tender Offer Documents (including the documents incorporated by reference therein) contain important information which must be read carefully before any decision is made with respect to the Tender Offer. 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. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Tender Offer. None of the Issuer, the dealer managers, the information and tender agent, or any person who controls or is a director, manager, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Notes should participate in the Tender Offer.

For further information, contact:

Tom Medvedic
Senior Vice President & Chief Financial Officer
[email protected]

Chris Menzies
Vice President, Corporate Development
[email protected]

SOURCE NorthRiver Midstream Finance LP

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