Baker Botts Advises Initial Purchasers and Dealer Manager in Senior Notes Offering and Cash Tender Offer by Howard Midstream Energy Partners, LLC
Deal Description: On June 17, 2024, Howard Midstream Energy Partners, LLC, a Delaware limited liability company (“Howard Energy” or the “Company”), announced the closing of the upsized pricing of a private placement (the “Offering”) under Rule 144A and Regulation S under the Securities Act of 1933, as amended, of $600 million in aggregate principal amount of 7.375% Senior Notes due 2032 (the “Notes”). The Notes were guaranteed by certain subsidiaries of Howard Energy. The Notes mature on July 15, 2032 and were issued at par.
Howard Energy intends to use the net proceeds from the Offering, together with existing corporate liquidity, to (i) fund the purchase (the “Tender Offer”) of its outstanding 6.75% Senior Notes due 2027 (the “2027 Notes”) validly tendered and accepted for purchase pursuant to the concurrent Tender Offer, (ii) fund, if 10% or less of the principal amount of the 2027 Notes remain outstanding following the Tender Offer, the redemption of such 2027 Notes in accordance with the indenture governing the 2027 Notes, or, if more than 10% of the principal amount of the 2027 Notes remain outstanding following the Tender Offer, the satisfaction and discharge of the indenture governing the 2027 Notes, in accordance with the provisions thereof, by depositing sufficient cash or government securities or a combination thereof, with the trustee to redeem any outstanding 2027 Notes at a price as set forth in such indenture on January 15, 2025 (the “Redemption”), (iii) fund the repayment of outstanding borrowings under its revolving credit facility and (iv) pay the premiums, fees and expenses incurred in connection with the Offering, the Tender Offer and the Redemption. Any excess proceeds will be used for general corporate purposes.
Baker Botts L.L.P. represented the initial purchasers in the Offering, led by RBC Capital Markets, LLC, and RBC Capital Markets, LLC, as the dealer manager in the Tender Offer.
Value: $600 million
Baker Botts Lawyers/Office Involved:
Corporate: Doug Getten (Partner, Houston); Will Cozzens (Associate, Austin); Sarah Dyer (Associate, Houston); Cade Luedde (Associate, Houston); Maddie Boezinger (Associate, Dallas)
Finance: Clint Culpepper (Partner, Austin); Dela Peimani(Senior Associate, Austin)
Tax: Jon Lobb (Partner, Houston); Jared Meier (Senior Associate; Houston); Nick A. Frey (Associate, San Francisco)
Environmental: Elizabeth Singleton (Special Counsel, Houston)
Litigation: Dominic Cruciani (Associate, Houston)
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