KANSAS CITY, Mo.--([ BUSINESS WIRE ])--Inergy, L.P. (NYSE:NRGY) announced today amendments to the Maximum Tender Offer for its outstanding 6.875% Senior Notes due 2021 and 7% Senior Notes due 2018 that commenced December 7, 2011. Inergyas pending Any and All Offer for its outstanding 8.75% Senior Notes due 2015 is unaffected by the amendments.
In the Maximum Tender Offer, Inergy is now offering to purchase up to $150 million aggregate principal amount (the aAggregate Maximum Tender Amounta) of its outstanding 6.875% Senior Notes due 2021 and 7% Senior Notes due 2018, subject to purchase in accordance with the Acceptance Priority Level for each series and possible proration as described in the Offer to Purchase dated December 7, 2011. Due in part to lesser proceeds than originally expected from Inergyas subsidiary IPO, Inergy has elected to reduce the Aggregate Maximum Tender amount, which results in a smaller amount of debt outstanding under its revolving bank credit facility.
The amendments also extend the early tender date and the withdrawal deadline for the Maximum Tender Offer to 5:00 p.m., New York City time, on December 28, 2011, in each case unless further extended. There is no change, however, to the expiration time for the Maximum Tender Offer, which remains at 11:59 p.m., New York City time, on January 5, 2012, unless extended, or to the consideration being offered.
The table below summarizes some of the terms of the Maximum Tender Offer:
CUSIP | Aggregate | Dollars per $1,000 Principal Amount of Notes | Acceptance | ||||||||||||||||
Title of Note | Tender Offer | Consent | Total | ||||||||||||||||
6.875% Senior Notes due 2021 | 45661TAK7 and 45661TAL5 | $ 750,000,000 | $ 995.00 | $ 30.00 | $1,025.00 | 1 | |||||||||||||
7% Senior Notes due 2018 | 45661TAJ0 and 45661TAM3 | $ 600,000,000 | $1,010.00 | $ 30.00 | $1,040.00 | 2 |
Holders of notes subject to the Maximum Tender Offer must tender their notes before the early tender date, which has been extended to 5:00 p.m., New York City time, on December 28, 2011, unless further extended, to be eligible to receive the total consideration, which includes an early tender premium of $30.00 per $1,000 principal amount of notes. Holders who tender their notes after the early tender date will be eligible to receive only the tender offer consideration indicated in the table above. Holders who tender their notes before the withdrawal deadline, which has been extended to 5:00 p.m., New York City time, on December 28, 2011, unless further extended, may not withdraw their notes after the withdrawal deadline, unless otherwise required by law. Holders who tender their notes after the withdrawal deadline may not withdraw their notes, unless otherwise required by law.
If at the early tender date the aggregate principal amount of notes tendered in the Maximum Tender Offer exceeds the Aggregate Maximum Tender Amount, Inergy may opt not to accept any additional notes tendered after the early tender date. If it exercises that option, Inergy will purchase such notes in accordance with their Acceptance Priority Level indicated in the table above and proration will be determined in accordance with the terms of the Maximum Tender Offer as of the early tender date.
Holders whose notes are purchased in the Maximum Tender Offer will also receive accrued and unpaid interest to the applicable settlement date.
The Maximum Tender Offer is conditioned upon the satisfaction or waiver of certain conditions, including the closing of the pending initial public offering of the common units of our subsidiary, Inergy Midstream, L.P.
Subject to the satisfaction or waiver by Inergy of the conditions to the Maximum Tender Offer, the initial settlement date for this tender offer is expected to follow promptly after the early tender date, as described above, with respect to notes tendered and not withdrawn prior to that time. A final settlement date will follow promptly after the expiration date with respect to notes tendered after the early tender date and accepted for purchase.
Inergy has retained Barclays Capital Inc., Morgan Stanley & Co. LLC and SunTrust Robinson Humphrey, Inc. as joint dealer managers, and D.F. King & Co., Inc. as the depositary and the information agent, for both the Maximum Tender Offer and the Any and All Offer.
Requests for documents may be directed to D.F. King & Co., Inc. by telephone at (800) 290-6426 or (212) 269-5550 (banks and brokers). Questions regarding the tender offers may be directed to any of Barclays Capital Inc. toll-free at (800) 438-3242 or collect at (212) 528-7581, Morgan Stanley & Co. LLC at (800) 624-1808 or SunTrust Robinson Humphrey, Inc. at (404) 926-5051.
This press release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of a consent with respect to any of the senior notes. The tender offers are being made solely by the relevant Offer to Purchase.
About Inergy, L.P.
Inergy, L.P., with headquarters in Kansas City, Missouri, is a master limited partnership with operations that include the retail marketing, sale, and distribution of propane to residential, commercial, industrial, and agricultural customers. The company also operates a natural gas storage business; a liquid petroleum gas storage business; a solution-mining and salt production company; and a propane supply logistics, transportation, and wholesale marketing business that serves independent dealers and multi-state marketers in the United States and Canada.
Cautionary Statement Regarding Forward-Looking-Statements
Certain statements and information in this press release may constitute "forward-looking statements" within the meaning of the Private Notes Litigation Reform Act of 1995. Words such as "may," "will," "could," "should," "expect," "plan," "project," "intend," "anticipate," "believe," "estimate," "predict," "potential," "pursue," "target," "continue," and similar expressions are intended to identify such forward-looking statements, which are generally not historical in nature. All forward-looking statements involve significant risks and uncertainties that could cause actual events to differ materially from those in the forward-looking statements, many of which are generally outside the control of Inergy and are difficult to predict. For example, important factors that could cause actual events to differ materially from those in the forward-looking statements include, but are not limited to, Inergy's expectations in regard to satisfying the conditions applicable to the tender offers.
Inergy cautions that the foregoing list of factors is not exclusive. Additional information concerning other risk factors is contained in Inergy's most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other filings with the Securities and Exchange Commission. All subsequent written and oral forward-looking statements concerning Inergy, the tender offers, or other matters and attributable to Inergy or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements above. Inergy undertakes no obligation to publicly update any of these forward-looking statements to reflect events or circumstances that may arise after the date hereof.
For more information, contact Mike Campbell in Inergy's Investor Relations Department at 816-842-8181 or via e-mail at [ investorrelations@inergyservices.com ].