Published: February 02, 2011
Inergy Announces Successful Results of Tender Offers and Consent Solicitations for Senior Notes due 2014 and 2016
KANSAS CITY, Mo. - (BUSINESS WIRE) - Inergy, L.P. (NYSE: NRGY) ("Inergy" )
announced today that it had received, as of 5:00 p.m. New York City time
on February 1, 2011, (the "Consent Expiration" ),
tenders and consents from holders of approximately 92.8% in aggregate
principal amount of its outstanding 6.875% Senior Notes due 2014 (CUSIP
No. 45661TAB7) (the "2014 Notes" ) and
approximately 91.3% in aggregate principal amount of its outstanding
8.25% Senior Notes due 2016 (CUSIP No. 45661TAD3) (the "2016
Notes" ) in connection with its previously announced tender offers
and consent solicitations for such notes (the "2014/2016
Notes Tender Offers" ), which commenced on January 19, 2011, and
are described in the Offer to Purchase and Consent Solicitation
Statement dated January 19, 2011, (the "2014/2016
Notes Offer to Purchase" ).
Inergy intends to execute later today supplemental indentures (the "Supplemental
Indentures" ) with respect to the indentures governing each the
2014 Notes and the 2016 Notes, which will eliminate most of the
covenants and certain default provisions applicable to such notes. Each
Supplemental Indenture will not become operative until a majority in
aggregate principal amount of each the 2014 Notes and 2016 Notes, as
applicable, has been purchased by Inergy pursuant to the terms of the
2014/2016 Notes Offer to Purchase, which is expected to occur today.
Inergy's obligations to accept for purchase, and to pay for, any notes
pursuant to the 2014/2016 Notes Tender Offers is subject to a number of
conditions that are set forth in the 2014/2016 Notes Offer to Purchase,
including the closing today of Inergy's previously announced private
placement of $750 million of 6.875% senior notes due 2021 (the "Notes
Offering" ) and a new $300 million term loan facility. Subject to
the satisfaction or waiver of these conditions, later today, all holders
who validly tendered (and did not validly withdraw) their 2014 Notes or
2016 Notes prior to the Consent Expiration will receive total
consideration equal to: (i) for the 2014 Notes, $1,025.42 per $1,000
principal amount of the 2014 Notes accepted for purchase, which includes
a consent payment of $25.00 per $1,000 principal amount of the 2014
Notes accepted for purchase, and (ii) for the 2016 Notes, $1,045.00 per
$1,000 principal amount of the 2016 Notes accepted for purchase, which
includes a consent payment of $25.00 per $1,000 principal amount of the
2016 Notes accepted for purchase, plus accrued and unpaid interest on
such notes to the payment date.
Holders who tender (and do not validly withdraw) their 2014 Notes or
2016 Notes after the Consent Expiration and prior to the expiration of
the 2014/2016 Notes Tender Offers will be entitled to receive (i) for
the 2014 Notes, consideration equal to $1,000.42 per $1,000 principal
amount of the 2014 Notes accepted for purchase, and (ii) for the 2016
Notes, consideration equal to $1,020.00 per $1,000 principal amount of
the 2016 Notes accepted for purchase, plus any accrued and unpaid
interest on such notes to the payment date. Holders of 2014 Notes and
2016 Notes tendered after the Consent Expiration will not receive a
consent payment. The 2014/2016 Notes Tender Offers will expire at 8:00
a.m. New York City time on February 16, 2011, unless extended by Inergy
in its sole discretion (the "Expiration Time" ).
Any 2014 Notes and 2016 Notes not tendered and purchased pursuant to the
2014/2016 Notes Tender Offers will remain outstanding, and the holders
will be subject to the terms of the applicable Supplemental Indenture
even though they did not consent to the amendments.
Inergy also announced today the expiration of the early tender deadline
for its 8.75% Senior Notes due 2015 (CUSIP No. 45661TAH4) (the "2015
Notes," and together with the 2014 Notes and the 2016 Notes, the
"Notes" ) in connection with its previously announced tender offer for
its outstanding 2015 Notes (the "2015 Notes Tender Offer," and together
with the 2014/2016 Notes Tender Offers the "Tender Offers" ), which
commenced on January 19, 2011 and is described in the Offer to Purchase
dated January 19, 2011 (the "2015 Offer to Purchase," and together with
the 2014/2016 Notes Offer to Purchase, the "Offers to Purchase" ). The
2015 Notes Tender Offer's early tender deadline expired at 5:00 p.m. New
York City time on February 1, 2011, (the "Early Tender Deadline" ). As of
the Early Tender Deadline, approximately $30,201,000 in aggregate
principal amount of outstanding 2015 Notes had been validly tendered.
Holders who validly tendered their 2015 Notes prior to the Early Tender
Deadline will be eligible to receive $1,087.50, payable in cash, for
each $1,000 principal amount of 2015 Notes, which amount includes an
early tender payment of $30.00 per $1,000 principal amount of 2015 Notes
accepted for purchase, plus accrued and unpaid interest on the 2015
Notes to the payment date. Holders who validly tender their 2015 Notes
after that time but prior to the Expiration Time will be eligible to
receive $1,057.50, payable in cash, per $1,000 principal amount of 2015
Notes accepted for purchase, plus accrued and unpaid interest on the
2015 Notes to the payment date.
Inergy has engaged BofA Merrill Lynch as the dealer manager for the
Tender Offers. Persons with questions regarding the Tender Offers should
be directed to BofA Merrill Lynch toll-free at (888) 292-0070 or collect
at (980) 388-9217 (attention: Debt Advisory Services).
The complete terms and conditions of the 2014/2016 Notes Tender Offer
are described in the 2014/2016 Notes Offer to Purchase, and the complete
terms and conditions of the 2015 Notes Tender Offer are described in the
2015 Notes Offer to Purchase. Requests for documents should be directed
to D.F. King & Co., Inc., the depositary and information agent for the
tender offers, at (800) 431-9643 or (212) 269-5550 (banks and brokers).
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 consent with respect to any of the Notes. The Tender
Offers are being made solely by the Offers to Purchase. This press
release shall not constitute an offer to sell or the solicitation of an
offer to buy these securities, nor shall there be any sale of these
securities in any jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
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
Securities 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, satisfaction of the financing condition related to the
Offers to Purchase, which requires Inergy to complete the Notes Offering
and a term loan financing that result in net proceeds sufficient to fund
(a) the Tender Offers, plus all related fees and expenses incurred in
connection with the Tender Offers, and (b) the pending partial
redemption of its 2015 Notes on February 4, 2011.
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 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.

Inergy
Mike Campbell, 816-842-8181
investorrelations@inergyservices.com
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