Black Stone Minerals, L.P. Announces Intention to Launch Cash Tender Offer to Repurchase up to 100% of its Series A Preferred...
21 10월 2015 - 5:30AM
Business Wire
Black Stone Minerals, L.P. (NYSE: BSM) (“Black Stone Minerals,”
“BSM,” or the “partnership”) announced today that it intends to
commence a cash tender offer to purchase up to 100% of the 117,963
outstanding Series A Preferred Units (the “preferred units”) from
its preferred unitholders at the units’ par value of $1,000.00 per
preferred unit, plus unpaid accrued yield. The partnership intends
to fund the tender offer with cash on hand and funds available
under its revolving credit facility. Black Stone Minerals expects
to commence the proposed tender offer during the week of November
2, 2015.
Thomas L. Carter, Jr., Chairman, President, and CEO of BSM,
said, “The proposed tender offer reflects our continued focus on
maximizing the cash available for distribution to our common and
subordinated unitholders. We expect that financing a tender offer
for the preferred units, which yield 10%, with borrowings under our
revolving credit facility at a cost of approximately 2% would
result in significant cash savings through the end of 2018 if all
the preferred units were to be tendered. In addition, any tender of
preferred units avoids the corresponding dilution to existing
common and subordinated unitholders that would otherwise occur with
the mandatory conversion over time of those preferred units into
common and subordinated units. Pending the outcome of our fall
borrowing base redetermination, we have approximately $570 million
of borrowing capacity currently available to us under our revolving
credit facility, and we believe that the proposed tender will be an
efficient use of our capital without limiting our ability to pursue
accretive acquisitions.”
Information Regarding the Proposed Tender Offer
Black Stone Minerals intends to offer to purchase up to 100% of
its 117,963 preferred units at their par value of $1,000.00 per
preferred unit plus unpaid accrued yield. The partnership expects
to commence the tender offer during the first week of November, and
the tender offer will remain open for at least twenty business days
following the date of the commencement of the offer.
The tender offer will not be conditioned upon any minimum number
of units being tendered. Tendering unitholders may tender all or a
portion of their preferred units and will receive the purchase
price in cash, less applicable withholding taxes, subject to the
conditions of the tender offer. These conditions, tendering
instructions, and a complete explanation of the tender offer’s
terms and conditions will be described in the Offer to Purchase,
the related Letter of Transmittal, and other materials relating to
the tender offer that will be distributed to the preferred
unitholders upon commencement of the offer.
While the Board of Directors of BSM’s general partner has
authorized the partnership to make the tender offer, neither the
partnership, its general partner, nor its general partner’s Board
of Directors make any recommendation to any preferred unitholder
whether to tender or refrain from tendering any preferred units.
Nor has BSM authorized any other person to make any recommendation.
Preferred unitholders must decide whether to tender their preferred
units and, if so, how many preferred units to tender. In doing so,
preferred unitholders should carefully evaluate all of the
information in the tender offer documents, when available, before
making any decision with respect to the tender offer and should
consult their own financial and tax advisors.
The discussion of the tender offer contained in this press
release is for informational purposes only and is not an offer to
purchase, nor the solicitation of an offer to sell, any of BSM’s
preferred units. The anticipated tender offer described in this
press release has not yet commenced, and while the partnership
intends to commence the tender offer within a reasonable time and
complete the tender offer, there can be no assurances that the
partnership will commence or complete the tender offer on the terms
described in this press release, or at all. If the partnership
commences the offer, the offer to purchase and solicitation of
preferred units will be made only pursuant to an Offer to Purchase,
the related Letter of Transmittal, and other related materials, as
they may be amended or supplemented. The Offer to Purchase, related
Letter of Transmittal, and other related materials will be
distributed to the preferred unitholders upon commencement of the
tender offer. Preferred unitholders should read those materials
carefully when they become available before making any decisions
with respect to the tender offer because they will contain
important information, including instructions on how to tender the
preferred units. BSM will also file a Tender Offer Statement on
Schedule TO (the “Tender Offer Statement”) with the Securities and
Exchange Commission (the “SEC”). The Tender Offer Statement,
including the Offer to Purchase, the related Letter of Transmittal,
and other related materials, as well as any amendments or
supplements, will be available to preferred unitholders for no
charge on the SEC's website (www.sec.gov). Preferred unitholders
may also obtain a copy of these documents, as well as any other
documents that Black Stone Minerals has filed with the SEC, without
charge, by contacting BSM or through its website at
www.blackstoneminerals.com.
Forward-Looking Statements
This news release includes forward-looking statements. All
statements, other than statements of historical facts, included in
this news release that address activities, events, or developments
that Black Stone Minerals expects, believes, or anticipates will or
may occur in the future are forward-looking statements. Terminology
such as “will,” “may,” “should,” “expect,” “anticipate,” “plan,”
“project,” “intend,” “estimate,” “believe,” “target,” “continue,”
“potential,” the negative of such terms, or other comparable
terminology often identify forward-looking statements. Except as
required by law, Black Stone Minerals undertakes no obligation and
does not intend to update these forward-looking statements to
reflect events or circumstances occurring after this news release.
You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
news release. All forward-looking statements are qualified in their
entirety by these cautionary statements. These forward-looking
statements involve risks and uncertainties, many of which are
beyond the control of Black Stone Minerals, which may cause the
partnership’s actual results to differ materially from those
implied or expressed by the forward-looking statements. Important
factors that could cause actual results to differ materially from
those in the forward-looking statements include, but are not
limited to, those summarized below:
- the partnership’s ability to execute
its business strategies;
- the volatility of realized oil and
natural gas prices;
- the level of production on the
partnership’s properties;
- regional supply and demand factors,
delays, or interruptions of production;
- the partnership’s ability to replace
its oil and natural gas reserves; and
- the partnership’s ability to identify,
complete, and integrate acquisitions.
About Black Stone Minerals, L.P.
Black Stone Minerals is one of the largest owners of oil and
natural gas mineral interests in the United States. The partnership
owns mineral interests and royalty interests in over 40 states and
60 onshore basins in the continental United States. The partnership
also owns and selectively participates in non-operating working
interests in established development programs, primarily on its
mineral and royalty holdings. The partnership expects that its
large, diversified asset base and long-lived, non-cost-bearing
mineral and royalty interests will result in production and reserve
growth, as well as increasing quarterly distributions to its
unitholders.
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version on businesswire.com: http://www.businesswire.com/news/home/20151020006765/en/
Black Stone Minerals, L.P.Brent Collins, (713) 445-3200Vice
President, Investor
Relationsinvestorrelations@blackstoneminerals.com
Black Stone Minerals (NYSE:BSM)
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