AUSTIN, Texas, July 25, 2024 /PRNewswire/ -- Whistler Pipeline
LLC ("Whistler") announced today that it priced an offering (the
"Notes Offering") of $1.85 billion
aggregate principal amount of senior unsecured notes, consisting of
$400 million aggregate principal
amount of 5.400% Senior Notes due 2029, $500
million aggregate principal amount of 5.700% Senior Notes
due 2031, $825 million aggregate
principal amount of 5.950% Senior Notes due 2034 and $125 million aggregate principal amount of 6.350%
Senior Notes due 2044 (collectively, the "Notes").
The Notes Offering is expected to close August 5, 2024, subject to satisfaction of
customary closing conditions.
Whistler intends to use the net proceeds from the Notes Offering
to redeem or repay substantially all of its outstanding
indebtedness, including the outstanding aggregate principal amount
of its 5.21% Series A Senior Notes due 2030 (the "Notes-A"), the
outstanding aggregate principal amount of its 7.00% Series B Senior
Notes due 2031 (the "Notes-B") and the outstanding indebtedness
under Whistler's existing term loan facilities, with any remaining
amount to be used for general corporate purposes, including the
funding of future growth capital.
Pursuant to the terms of the note purchase agreement governing
the Notes-A and Notes-B (the "Note Purchase Agreement"), Whistler
intends to issue revocable notices of redemption to redeem all of
the outstanding Notes-A and Notes-B, which redemption will be
conditional upon the successful completion of the Notes
Offering.
The securities to be offered have not been registered under the
Securities Act of 1933, as amended (the "Securities Act"), or any
state securities laws. Unless so registered, the securities may not
be offered or sold in the United
States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. Whistler plans
to offer and sell the securities only to qualified institutional
buyers pursuant to Rule 144A under the Securities Act and to
non-U.S. persons in transactions outside the United States pursuant to Regulation S
under the Securities Act.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any security, nor shall there be
any sale of the New Notes or any other security of Whistler, in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction. This press release does
not constitute a notice of redemption under the optional redemption
provisions of the Note Purchase Agreement governing the Notes-A and
Notes-B.
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 are forward-looking
statements. Words such as "expects," "anticipates," "intends,"
"plans," "believes," "seeks," "estimates," variations of such words
and similar expressions are intended to identify such forward
looking statements, although not all forward-looking statements
contain such identifying words. Similarly, statements that describe
our objectives, plans or goals are or may be forward looking
statements. Without limiting the generality of the foregoing,
forward-looking statements contained in this press release
specifically include statements regarding the Notes Offering and
the use of proceeds therefrom. Such statements are not guarantees
of future performance and involve various risks, uncertainties and
assumptions, which are difficult to predict and many of which are
outside our control. Therefore, actual results, performance and
achievements may differ materially from what is expressed or
forecasted in such forward looking statements. Prospective
investors should not place undue reliance on forward looking
statements, which speak only as of the date of this press release.
Whistler 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 Whistler Pipeline
Whistler owns the Whistler Pipeline (the "Pipeline"), which is
an approximately 450-mile, 42-inch intrastate natural gas pipeline
with approximately 2.5 billion cubic feet per day ("Bcf/d") of
capacity that transports natural gas from the Permian Basin to a
terminus near Agua Dulce, Texas,
providing direct access to South
Texas markets and consumers. The Pipeline also has an
approximately 85-mile, 36-inch diameter lateral to the Midland
Basin. Whistler also owns a 50% membership interest in Waha Gas
Storage, LLC, and an indirect 70% interest in the ADCC Pipeline,
LLC, an approximately 40-mile, 42-inch intrastate pipeline that is
designed to transport up to 1.7 Bcf/d, expandable to 2.5 Bcf/d of
natural gas from the terminus of the Pipeline in Agua Dulce, Texas to Cheniere Corpus Christi
Holdings, LLC's Corpus Christi
liquefaction facility. Whistler is a joint venture with one class
of limited liability company interests owned by WPC Parent, LLC
("WPC Parent"), and WhiteWater Whistler Holdings, LLC, MPLX LP, and
Enbridge, Inc. own 50.6%, 30.4%, and 19.0%, respectively, of the
outstanding equity interests in WPC Parent.
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SOURCE WhiteWater