CALGARY, ALBERTA–(Marketwired – March 22, 2017) – Gibson Energy Inc. (“Gibsons” or the “Company”) (TSX:GEI) today announced early results of its previously announced cash tender offers to purchase any and all of its outstanding Canadian dollar denominated 7.00% Senior Unsecured Notes due 2020 (the “Canadian Notes” and the tender offer related thereto, the “Canadian Notes Offer”) and to purchase up to US$275 million aggregate principal amount (the “U.S. Notes Maximum Cap”) of its outstanding U.S. dollar denominated 6.75% Senior Unsecured Notes due 2021 (the “U.S. Notes” and the tender offer related thereto, the “U.S. Notes Offer”), in each case pursuant to the offer to purchase dated March 8, 2017 (the “Statement”). The Canadian Notes Offer and the U.S. Notes Offer are, collectively, the “Tender Offers” and the Canadian Notes and the U.S. Notes are, collectively, the “Notes”. In addition, the Company announced that it has increased the U.S. Notes Maximum Cap to US$338,800,000 in connection with the U.S. Notes Offer.
According to information received from TSX Trust Company (“TSX Trust”) and D.F. King & Co., Inc. (“D.F. King”), the tender agents with respect to the Canadian Notes Offer and the U.S. Notes Offer, respectively, as of 5:00 p.m., Toronto and New York City time, on March 21, 2017 (such date and time, the “Early Tender Deadline”), the Company had received valid tenders from holders of the Canadian Notes and the U.S. Notes as outlined in the table below.
| Series of Notes | CUSIP/ISIN | Principal Amount Outstanding |
Principal Amount Tendered |
Principal Amount Accepted |
Total Consideration (1) |
| Canadian Notes | 374825AB3/ C39284AB7 |
C$250,000,000 | C$211,052,000 | C$211,052,000 | C$1,053.12 |
| CA374825AB35/ CAC39284AB74 |
|||||
| U.S. Notes | 374825AA5/ C39284AA9 |
US$550,000,000 | US$505,708,000 | US$338,800,000 | US$1,051.25 |
| US374825AA59/ USC39284AA95 |
|||||
| (1) Per US/C$1,000 principal amount of Notes accepted for purchase, including the Early Tender Payment of US/C$30.00 but excluding accrued and unpaid interest. |
Subject to all remaining conditions to the Tender Offers described in the Statement having been either satisfied or waived by the Company, the Company intends to accept for purchase the principal amount of each series of the Notes indicated in column titled “Principal Amount Accepted,” such that the aggregate principal amount of the U.S. Notes repurchased equals the U.S. Notes Maximum Cap. Such Notes will be purchased on the Early Payment Date, which is expected to occur later today.
Because the U.S. Notes Offer has been fully subscribed as of the Early Tender Deadline, holders who tender U.S. Notes after the Early Tender Deadline will not have any of their U.S. Notes accepted for purchase. Any U.S. Notes tendered after the Early Tender Deadline, together with the U.S. Notes tendered prior to the Early Tender Deadline and not accepted for purchase, will be returned to the holders as described in the Statement.
Payments for Notes purchased will include accrued and unpaid interest from the last interest payment date applicable to the Notes up to, but not including, the Early Payment Date. Holders of Notes that were validly tendered (and not validly withdrawn) prior to the Early Tender Deadline and accepted for purchase pursuant to the Tender Offers will receive the applicable Total Consideration (as set forth in the table above) for such series, which includes the “Early Tender Payment” of C/US$30.00 for each series of Notes as set forth in the Statement.
As previously announced, the financing condition to which the Tender Offers were subject has been satisfied. The Tender Offers are subject to the remaining conditions described in the Statement. Full details of the terms and conditions of the Tender Offers are set forth in the Statement, which is available from TSX Trust or D.F. King.
Except as described in this press release, all other terms of the Tender Offers as described in the Statement remain unchanged, including the Early Tender Deadline, Early Tender Payment, Tender Offer Consideration, Total Consideration, Withdrawal Deadline and Expiration Time. Capitalized terms used in this press release and not defined herein have the meanings given to them in the Statement.
The tender agents for the Tender Offers are TSX Trust Company with respect to the Canadian Notes and D.F. King & Co., Inc. with respect to the U.S. Notes. Holders with questions or who would like additional copies of the offer documents may call the tender agents as indicated below:
| TSX Trust Company North American Toll Free: 1 (866) 600-5869 |
D.F. King & Co., Inc. Toll-Free: 1 (888) 564-8149 Banks and Brokers Call Collect: (212) 269-5550 |
Holders with questions regarding the terms of the Offers to the dealer managers for the tender offers, RBC Capital Markets ((877) 381-2099 (toll-free) and ((416) 842-6311 (collect) and (212) 618-7822 (collect)) or BMO Capital Markets ((212) 702-1882 (collect) and (416) 359-6528 (collect)).
This press release does not constitute an offer to buy or the solicitation of an offer to sell the Notes. Gibsons’ offer to purchase is made by the Statement as amended by this press release. No offer, solicitation, purchase or sale of securities will be made in any jurisdiction in which such offer, solicitation, purchase or sale would be unlawful.
About Gibsons
Gibsons is a Canadian-based midstream energy company with operations in most of the key hydrocarbon-rich basins in North America. For over 60 years, Gibsons has delivered integrated midstream solutions to customers in the oil and gas industry. With headquarters in Calgary, Alberta, the Company’s North American operations include the storage, blending, processing, transportation, marketing and distribution of crude oil, liquids and refined products. The Company also provides oilfield waste and water management services.
Forward-Looking Statements
Certain statements contained in this press release constitute forward-looking information and statements (collectively, “forward-looking statements”) including, but not limited to, statements concerning the Tender Offers, U.S. Notes Maximum Cap, the Notes and the Company’s obligations and timing relating thereto. These statements relate to future events. All statements other than statements of historical fact are forward-looking statements. The use of any of the words “anticipate”, “plan”, “contemplate”, “continue”, “estimate”, “expect”, “intend”, “propose”, “might”, “may”, “will”, “shall”, “project”, “should”, “could”, “would”, “believe”, “predict”, “forecast”, “pursue”, “potential” and “capable” and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon. These statements speak only as of the date of this press release. The Company does not undertake any obligations to publicly update or revise any forward-looking statements except as required by securities law. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks and uncertainties including, but not limited to, the risks and uncertainties described in “Forward-Looking Statements” and “Risk Factors” included in the Company’s Annual Information Form, dated March 7, 2017, as filed on SEDAR and available on the Gibsons website at www.gibsons.com.
For further information, please contact:
Tammi Price
Vice President Finance & Corporate Affairs
(403) 206-4212
[email protected]
Gibson Energy Inc.
Cam Deller
Manager, Investor Relations
(403) 776-3041
[email protected]
www.gibsons.com
