Howard Energy Partners Announces Pricing Terms of Tender Offer for Any and All of Its Outstanding 6.75 Percent Senior Notes Due 2027

Howard Midstream Energy Partners, LLC (the “Company”) today announced the pricing terms of the previously announced cash tender offer (the “Tender Offer”) for any and all of the $400,000,000 outstanding aggregate principal amount of its 6.75 percent senior notes due 2027 (the “Notes”). The Tender Offer consists of an offer on the terms and conditions set forth in the offer to purchase, dated June 6, 2024 (the “Offer to Purchase”), and the notice of guaranteed delivery (as they may each be amended or supplemented from time to time, the “Tender Offer Documents”), to purchase for cash any and all of the Notes.

The “Tender Offer Consideration” for each $1,000 principal amount of the 2027 Notes validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the Tender Offer was determined in the manner described in the Offer to Purchase by reference to the fixed spread for the 2027 Notes specified above plus the yield based on the bid-side price of the U.S. Treasury Reference Security specified above, as quoted on the Bloomberg Bond Trader FIT3 series of pages, at 2:00 p.m. New York City time, today, the date on which the Tender Offer is currently scheduled to expire.

Title of
Security

CUSIP
Number

Aggregate
Principal
Amount
Outstanding

U.S.
Treasury
Reference
Security

Bloomberg
Reference
Page

Reference
Yield

Fixed
Spread

Purchase
Price

6.75%
Senior
Notes due
2027

144A:
442722
AA2

Reg S:
U4425T
AA0

$400,000,000

1.125% U.S.
Treasury due
January 15,
2025

FIT3

5.300%

50 bps

$1,021.59

The Tender Offer will expire at 5:00 p.m., New York City time, on June 12, 2024 unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as may be extended, the “Expiration Time”). Tendered 2027 Notes may be validly withdrawn at any time at or prior to the Expiration Time as described in the Offer to Purchase. Holders of the 2027 Notes are urged to read the Tender Offer Documents carefully before making any decision with respect to the Tender Offer.

In addition to the Tender Offer Consideration, holders of 2027 Notes that are validly tendered and accepted for purchase will also receive accrued and unpaid interest to, but not including, the settlement date for the Tender Offer, which is currently expected to be no later than three business days following the Expiration Time. Completion of the Tender Offer is subject to certain market and other conditions, including the consummation of the Offering (as defined below).

If following the consummation of the Offering and the Tender Offer, 10 percent or less of the principal amount of the 2027 Notes remain outstanding, the Company currently expects to redeem any 2027 Notes that are not tendered and accepted for purchase in the Tender Offer upon not less than 10 nor more than 60 business days’ notice following the settlement date at a price equal to the Tender Offer Consideration, together with payment of accrued and unpaid interest to, but excluding, the date of redemption.

However, if following the consummation of the Offering and the Tender Offer, more than 10 percent of the principal amount of the 2027 Notes remain outstanding, the Company currently expects to satisfy and discharge the indenture governing the 2027 Notes, in accordance with the provisions thereof, by depositing sufficient funds with the trustee to redeem any 2027 Notes that remain outstanding following the consummation of the Tender Offer at a price equal to 101.6875 percent on January 15, 2025, but there can be no assurance that the Company will satisfy and discharge, redeem or otherwise extinguish any 2027 Notes that are not tendered in the Tender Offer.

The Company intends to fund the Tender Offer Consideration for the Notes tendered in the Tender Offer with net proceeds it received from the sale of $600,000,000 aggregate principal amount of its 7.375 percent senior notes due 2032 (the “Offering”). Additional terms and conditions of the Tender Offer are set forth in the Tender Offer Documents.

As described in the Offer to Purchase, tendered 2027 Notes may be validly withdrawn at any time prior to or at, but not after, the withdrawal deadline, unless the Company amends the Tender Offer, in which case the withdrawal rights may be extended as the Company determines, to the extent required by law. The consummation of the Tender Offer and the Company’s obligations to accept for purchase, and to pay for, 2027 Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer are subject to the satisfaction of or waiver of the consummation of the Offering and the other conditions described in the Offer to Purchase.

Statements of intent in this press release shall not constitute a notice of redemption under the indenture governing the 2027 Notes. Any such notice, if made, will only be made in accordance with the provisions of the indenture. The Company may amend, extend or, subject to certain conditions and applicable law, terminate the Tender Offer at any time in its sole discretion. The Tender Offer is not conditioned on any minimum amount of 2027 Notes being tendered.

The complete terms and conditions of the Tender Offer are described in the Tender Offer Materials, copies of which may be obtained from D.F. King & Co., Inc., the information and tender agent for the Tender Offer, at howard@dfking.com, by telephone at (888) 644-5854 (U.S. toll free) and (212) 269-5550 (banks and brokers) or in writing at D.F. King & Co., Inc., 48 Wall Street, 22nd Floor, New York, New York 10005. The Company has engaged RBC Capital Markets, LLC to act as the sole dealer manager in connection with the Tender Offer. Questions regarding the terms of the Tender Offer may be directed to RBC Capital Markets, LLC by telephone at (212) 618-7843 (U.S. toll-free) and (877) 381-2099 (collect).

This press release shall not constitute an offer to purchase or the solicitation of an offer to sell the 2027 Notes or any other securities, nor shall there be any offer or sale of any 2027 Notes or other securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction.

ABOUT HOWARD ENERGY PARTNERS

San Antonio-based Howard Midstream Energy Partners, LLC d/b/a Howard Energy Partners is a diversified, purpose-driven energy infrastructure company focused on providing abundant, clean, low cost, reliable energy that powers communities and businesses and helps people flourish. We own and operate a portfolio of critical energy infrastructure in Texas, New Mexico, Oklahoma, Pennsylvania, and Mexico that is strategically positioned to serve the world’s current and future energy needs. The company has corporate offices in San Antonio and Houston, Texas and Monterrey, Mexico.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements involve risks and uncertainties, many of which are beyond the control of the Company, that may cause actual events, results, or performance to differ materially from those indicated by such statements. These forward-looking statements are expressed in good faith, and the Company believes there is a reasonable basis for them. However, there can be no assurance that the events, results, or trends identified in these forward-looking statements will occur or be achieved. Forward-looking statements speak only as of the date they are made, and the Company is not under any obligation, and expressly disclaim any obligation, to update, alter, or otherwise revise any forward-looking statement, except as required by law.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Documents. This announcement and the Tender Offer Documents (including the documents incorporated by reference therein) contain important information which must be read carefully before any decision is made with respect to the Tender Offer. If any holder of the 2027 Notes is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose 2027 Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Tender Offer. None of the Company, the dealer manager, the information agent, or any person who controls or is a director, manager, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of 2027 Notes should participate in the Tender Offer.