Inergy Midstream, L.P. (NYSE:NRGM) (“ Inergy Midstream”) and its wholly owned subsidiary NRGM Finance Corp. announced today, subject to market conditions, that they intend to sell $400 million in aggregate principal amount of senior unsecured notes due 2020 to eligible purchasers in a private placement under Rule 144A under the Securities Act of 1933, as amended (the “ Securities Act”), and to persons outside of the United States pursuant to Regulation S under the Securities Act (the “ Notes Offering”).
Inergy Midstream intends to use the net proceeds from the Notes Offering to fund a portion of the $425 million purchase price of its pending acquisition of all of the equity interests in Rangeland Energy, LLC (the “ Rangeland Acquisition”) and to repay existing borrowings under its revolving credit facility. If the Rangeland Acquisition does not close concurrently with the Notes Offering, the net proceeds of the Notes Offering will be deposited into an escrow account pending completion of the Rangeland Acquisition. If the Rangeland Acquisition is not closed on or prior to February 1, 2013 or the acquisition agreement is terminated earlier, the notes will be redeemed at a redemption price of 100% of the principal amount, plus accrued and unpaid interest to the redemption date. The Rangeland Acquisition is expected to close on or about December 7, 2012, subject to customary closing conditions. The Notes Offering is not a condition to the closing of the Rangeland Acquisition.
The securities to be offered have not been registered under the Securities Act or any state securities laws; and 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. This announcement shall not constitute an offer to sell or a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.