Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On
The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Issuers and the Guarantors, on one hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act, and customary conditions to closing, obligations of the parties and termination provisions.
The Initial Purchasers and certain of their affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. The Initial Purchasers and certain of their affiliates have, from time to time, performed, and may in the future perform, various commercial and investment banking and financial advisory services for TEP and its affiliates, for which they received or may in the future receive customary fees and expenses. In particular, certain of the Initial Purchasers or their affiliates are agents and/or lenders under TEP's revolving credit facility. TEP used the net proceeds from the Notes to repay a portion of the outstanding borrowings under TEP's revolving credit facility, and therefore, affiliates of the Initial Purchasers received a portion of such proceeds.
In addition, as previously announced, on
In connection with the Take-Private Merger, certain affiliates of
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed with this Current Report on Form 8-K as Exhibit 1.1 and is incorporated herein by reference.
Indenture and Notes
On
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senior unsecured basis by the Guarantors and will be guaranteed by certain of TEP's future subsidiaries. The Notes rank equal in right of payment with all existing and future senior indebtedness of the Issuers, and senior in right of payment to any future subordinated indebtedness of the Issuers. The Notes are effectively junior to any of TEP's secured indebtedness, including indebtedness under TEP's revolving credit facility, to the extent of the value of the collateral securing such indebtedness, and are structurally subordinated to all indebtedness and other liabilities of TEP's subsidiaries and other entities in which TEP owns an equity interest that do not guarantee the Notes.
Interest and Maturity
The Notes will mature on
Optional Redemption
At any time prior to
• at least 65% of the aggregate principal amount of Notes issued under the Indenture (excluding Notes held by TEP and its subsidiaries) remains outstanding immediately after the occurrence of such redemption; and • the redemption occurs within 180 days of the date of the closing of each such equity offering.
Prior to
• the principal amount thereof, plus • the Make Whole Premium (as defined in the Indenture) at the redemption date, plus • accrued and unpaid interest, if any, to, but excluding, the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on an interest payment date that is on or prior to the redemption date).
On and after
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redeemed to, but excluding, the applicable redemption date (subject to the right
of holders of record on the relevant record date to receive interest due on an
interest payment date that is on or prior to the redemption date), if redeemed
during the twelve-month period beginning on
YEAR PERCENTAGE 2023 103.000% 2024 101.500% 2025 and thereafter 100.000% Change of Control
If a Change of Control Triggering Event (as defined in the Indenture) occurs, each holder of Notes may require TEP to repurchase all or a portion of that holder's Notes for cash at a price equal to 101% of the aggregate principal . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information required by Item 2.03 relating to the Notes, the Indenture and the Purchase Agreement is contained in Item 1.01 of this Current Report on Form 8-K above and is incorporated herein by reference.
Additional Information and Where to Find It
In connection with the proposed transaction referred to in this material, TGE
filed a preliminary proxy statement with the
Participants in the Solicitation
TGE and its general partner's directors and executive officers may be considered
participants in the solicitation of proxies with respect to the proposed
transactions under the rules of the
Cautionary Note Concerning Forward-Looking Statements
Disclosures in this Current Report on Form 8-K contain "forward-looking
statements." All statements, other than statements of historical facts, included
in this Current Report on Form 8-K that address activities, events or
developments that management expects, believes or anticipates will or may occur
in the future are forward-looking statements. Words such as "could," "will,"
"may," "assume," "forecast," "position," "predict," "strategy," "expect,"
"intend," "plan," "estimate," "anticipate," "believe," "project," "budget,"
"potential," or "continue," and similar expressions are used to identify
forward-looking statements. Without limiting the generality of the foregoing,
forward-looking statements contained in this Current Report on Form 8-K include
the pending transactions contemplated by the Take-Private Merger Agreement, the
debt financing arrangements for the Take-Private Merger and the payment of
certain fees in connection with the Take-Private Merger. Forward-looking
statements are subject to a number of assumptions, risks and uncertainties, many
of which are beyond the control of TGE and its general partner, which may cause
actual results to differ materially from those implied or expressed by the
forward-looking statements, and other important factors that could cause actual
results to differ materially from those projected, including those set forth in
reports filed by TGE with the
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Any forward-looking statement applies only as of the date on which such statement is made and TGE 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. EXHIBIT NUMBER DESCRIPTION 1.1 Purchase Agreement, datedFebruary 18, 2020 , amongTallgrass Energy Partners, LP ,Tallgrass Energy Finance Corp. , the Guarantors named therein andCredit Suisse Securities (USA) LLC , as representative of the Initial Purchasers named therein. 4.1 Indenture, dated as ofFebruary 20, 2020 , amongTallgrass Energy Partners, LP ,Tallgrass Energy Finance Corp. , the Guarantors named therein andU.S. Bank National Association , as trustee. 4.2 Form of 6.000% Senior Note (Included as Exhibit A in Exhibit 4.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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