Inergy Midstream Announces Commencement of Consent Solicitation
Inergy Midstream Announces Commencement of Consent Solicitation
KANSAS CITY, Mo.--(BUSINESS WIRE)-- Inergy Midstream, L.P. (NYS: NRGM) ("NRGM") announced the commencement of a consent solicitation relating to its 6.0% Senior Notes due 2020 (the "Notes") on the terms and subject to the conditions set forth in the Consent Solicitation Statement (the "Consent Solicitation Statement") dated May 14, 2013. As of May 13, 2013 there was $500,000,000 in aggregate principal amount of the Notes outstanding.
The purpose of the consent solicitation is to amend certain provisions of the indenture governing the Notes (the "Indenture") to modify the definition of "Change of Control" so that the consummation of any of the previously announced and pending transactions involving NRGM, Inergy, L.P. ("Inergy"), Crestwood Midstream Partners LP ("Crestwood") and Crestwood Holdings LLC ("Crestwood Holdings") and certain of their affiliates will not entitle holders of the Notes to require NRGM to repurchase their Notes.
The consent solicitation will expire at 5:00 p.m., New York City time, on, May 22, 2013, unless extended by NRGM (the "Expiration Date"). The consent solicitation is conditioned on the receipt of consents from holders of record as of May 13, 2013 (the "Record Date") of a majority in aggregate principal amount of the Notes outstanding as of the Record Date and the completion of Crestwood Holdings' acquisition of the general partner of Inergy (as described further in the Consent Solicitation Statement).
NRGM will, promptly after the later of the Expiration Date and the satisfaction or waiver of all conditions to the consent solicitation, make a cash payment of $1.00 for each $1,000 principal amount of Notes for which the holder of record has validly delivered (and not revoked) a consent prior to the Expiration Date. NRGM will not be obligated to make any payments if the requisite consents are not obtained prior to the Expiration Date or if the other conditions to the consent solicitation are not satisfied or waived.
The consent solicitation may be amended, extended or terminated at the option of NRGM. For a complete statement of the terms and conditions of the consent solicitation (including withdrawal rights), holders of the Notes should refer to the Consent Solicitation Statement, which is being sent to all holders of the Notes as of the Record Date.
Citigroup Global Markets Inc. and BofA Merrill Lynch are acting as the Solicitation Agents in connection with the consent solicitation. Questions regarding the consent solicitation may be directed to Citigroup Global Markets Inc., Attention: Liability Management Group at telephone: (800) 558-3745 (toll free) or (212) 723-6106 (collect) or BofA Merrill Lynch, Attention: Debt Advisory at telephone: (888) 292-0070 (toll free) or (980) 387-3907 (collect). Global Bondholder Services Corporation is serving as Information Agent, Tabulation Agent and Paying Agent in connection with the consent solicitation. Requests for assistance in delivering consents or for additional copies of the consent solicitation statement should be directed to Global Bondholder Services Corporation at telephone: (212) 430-3774 for banks and brokers and all others at (866) 488-1500 (toll free) or (212) 430-3775 (fax).
This announcement is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities. The consent solicitation is being made solely by the consent solicitation statement and is subject to the terms and conditions stated therein. NRGM reserves the right to modify the consent solicitation statement or to terminate the consent solicitation.
About Inergy Midstream, L.P.
Inergy Midstream, L.P., headquartered in Kansas City, Missouri, is a publicly traded master limited partnership engaged in the development and operation of natural gas, natural gas liquids ("NGLs") and crude oil storage, transportation, and logistics businesses in the Northeast region of the United States and in North Dakota.
Forward Looking Statements
The statements in this press release regarding future events, occurrences, circumstances, activities, performance, outcomes and results are forward-looking statements. Although these statements reflect the current views, assumptions and expectations of NRGM's and Crestwood's management, the matters addressed herein are subject to numerous risks and uncertainties which could cause actual activities, performance, outcomes and results to differ materially from those indicated. Such forward-looking statements include, but are not limited to, statements about the future financial and operating results, objectives, expectations and intentions and other statements that are not historical facts. Factors that could result in such differences or otherwise materially affect NRGM's or Crestwood's financial condition, results of operations and cash flows include, without limitation, failure to satisfy closing conditions with respect to the merger; the risks that the NRGM and Crestwood businesses will not be integrated successfully or may take longer than anticipated; the possibility that expected synergies will not be realized, or will not be realized within the expected timeframe; fluctuations in oil, natural gas and NGL prices; the extent and success of drilling efforts, as well as the extent and quality of natural gas volumes produced within proximity of our assets; failure or delays by our customers in achieving expected production in their natural gas projects; competitive conditions in our industry and their impact on our ability to connect natural gas supplies to our gathering and processing assets or systems; actions or inactions taken or non-performance by third parties, including suppliers, contractors, operators, processors, transporters and customers; our ability to consummate acquisitions, successfully integrate the acquired businesses, realize any cost savings and other synergies from any acquisition; changes in the availability and cost of capital; operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control; timely receipt of necessary government approvals and permits, our ability to control the costs of construction, including costs of materials, labor and right-of-way and other factors that may impact our ability to complete projects within budget and on schedule; the effects of existing and future laws and governmental regulations, including environmental and climate change requirements; the effects of existing and future litigation; and risks related to our substantial indebtedness, as well as other factors disclosed in NRGM's and Crestwood's filings with the U.S. Securities and Exchange Commission. You should read NRGM's and Crestwood's filings with the U.S. Securities and Exchange Commission, including their Annual Reports on Form 10-K for the years ended September 30, 2012 and December 31,2012, respectively, and their most recent Quarterly Reports and Current Reports for a more extensive list of factors that could affect results. Neither NRGM nor Crestwood assumes any obligation to update these forward-looking statements.
Corporate news, unit prices, and additional information about Inergy Midstream, including reports from the United States Securities and Exchange Commission, are available on the company's website, www.inergylp.com. For more information, contact Vince Grisell in Inergy Midstream's Investor Relations Department at 816-842-8181 or via e-mail at email@example.com.
Inergy Midstream, L.P.
Vince Grisell, 816-842-8181
KEYWORDS: United States North America Missouri
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