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NRGM > SEC Filings for NRGM > Form 8-K on 13-Dec-2012All Recent SEC Filings

Show all filings for INERGY MIDSTREAM, L.P.

Form 8-K for INERGY MIDSTREAM, L.P.


13-Dec-2012

Entry into a Material Definitive Agreement, Completion of Acquisition or D


Item 1.01 Entry into a Material Definitive Agreement.

Indenture

On December 7, 2012, Inergy Midstream, L.P. (the "Partnership") and NRGM Finance Corp. ("Finance Corp." and together with the Partnership, the "Issuers") issued and sold $500 million in a private offering (the "Notes Offering") in aggregate principal amount of their 6.0% Senior Notes due 2020 (the "Notes") pursuant to the Purchase Agreement, dated November 29, 2012 (the "Purchase Agreement"), between the Issuers, the guarantors named therein (the "Guarantors") and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Credit Suisse Securities (USA) LLC, SunTrust Robinson Humphrey, Inc., Wells Fargo Securities, LLC, Barclays Capital Inc., Comerica Securities, Inc., RBC Capital Markets, LLC, RBS Securities Inc., BMO Capital Markets Corp. and PNC Capital Markets LLC (collectively, the "Initial Purchasers"). The Partnership filed a copy of the Purchase Agreement as Exhibit 1.1 to the Current Report on Form 8-K filed by the Partnership on November 30, 2012.

The Issuers issued the Notes pursuant to an indenture, dated as of December 7, 2012 (the "Indenture"), among the Issuers, the Guarantors and U.S. Bank National Association, as trustee (the "Trustee"). The Notes will mature on December 15, 2020. Interest on the Notes is payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2013. The Notes are guaranteed on a senior unsecured basis by all of the Partnership's existing subsidiaries (other than Finance Corp.) and certain of the Partnership's future subsidiaries.

At any time prior to December 15, 2015, the Issuers may on any one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture at a redemption price of 106.0% of the principal amount of the Notes, plus accrued and unpaid interest to the redemption date, with the net cash proceeds of certain equity offerings. On and after December 15, 2016, the Issuers may redeem all or a part of the Notes at redemption prices (expressed as percentages of principal amount) equal to (i) 103.000% for the twelve-month period beginning on December 15, 2016; (ii) 101.500% for the twelve-month period beginning on December 15, 2017; and (iii) 100.000% for the twelve-month period beginning on December 15, 2018 and at any time thereafter, plus accrued and unpaid interest.

The Indenture restricts the Partnership's ability and the ability of certain of its subsidiaries to: (i) sell assets; (ii) pay distributions on, redeem or repurchase the Partnership's units or redeem or repurchase its subordinated debt; (iii) make investments; (iv) incur or guarantee additional indebtedness or issue preferred units; (v) create or incur certain liens; (vi) enter into agreements that restrict distributions or other payments from the Partnership's restricted subsidiaries to the Partnership; (vii) consolidate, merge or transfer all or substantially all of the Partnership's assets; (viii) engage in transactions with affiliates; (ix) create unrestricted subsidiaries and
(x) enter into sale and leaseback transactions. These covenants are subject to a number of important exceptions and qualifications. At any time when the Notes are rated investment grade by either of Moody's Investors Service, Inc. or Standard & Poor's Ratings Services and no Default or Event of Default (each as defined in the Indenture) has occurred and is continuing, many of these covenants will terminate.

The Indenture provides that each of the following is an Event of Default:
(i) default for 30 days in the payment when due of interest on the Notes;
(ii) default in payment when due of the principal of, or premium, if any, on the Notes; (iii) failure by the Partnership to comply with certain covenants relating to merger, consolidation, sale of assets or change of control;
(iv) failure by the Partnership for 180 days after notice to comply with certain covenants relating to the filing of annual, quarterly and current reports with the Securities and Exchange Commission (the "SEC"); (v) failure by the Partnership for 60 days after notice to comply with any of the other agreements in the Indenture; (vi) default under any mortgage,


indenture or instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Partnership or any of its restricted subsidiaries (or the payment of which is guaranteed by the . . .


Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 7, 2012, the Partnership completed its previously announced acquisition of all of the outstanding membership interests of Rangeland Energy, LLC ("Rangeland") for a total purchase price of $425 million, subject to certain performance milestones and customary working capital adjustments (the "Rangeland Acquisition"), pursuant to the terms and conditions of the Securities Purchase Agreement (the "Securities Purchase Agreement") dated November 3, 2012 between the Partnership and Rangeland Equity Holdings, LLC. The Partnership funded a portion of the purchase price of the Rangeland Acquisition using the net proceeds of the Private Placement and the remainder using a portion of the net proceeds of the Notes Offering discussed above.

The Partnership filed a copy of the Securities Purchase Agreement as Exhibit 2.1 to the Current Report on Form 8-K filed by the Partnership on November 5, 2012.

The information set forth in Item 1.01 of this Current Report on Form 8-K under the sub-heading "Relationships" is incorporated by reference into this Item 2.01 by reference.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01of this Current Report on Form 8-K under the sub-heading "Indenture" is incorporated into this Item 2.03 by reference.



Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K under the sub-heading "Common Unit Registration Rights Agreement" is incorporated into this Item 3.02 by reference.



Item 7.01 Regulation FD Disclosure.

On December 7, 2012, the Partnership issued a press release announcing the completion of the Rangeland Acquisition, the Notes Offering and the Private Placement. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information furnished pursuant to Item 7.01 shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.




Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The audited consolidated financial statements of Rangeland as of and for the fiscal year ended December 31, 2011 and for the period from October 19, 2009, through December 31, 2011 and the related notes thereto, together with the report of Weaver and Tidwell, L.L.P., independent auditors, concerning those statements and related notes and the audited financial statements of Rangeland as of and for the fiscal year ended December 31, 2010 and for the period from October 19, 2009 through December 31, 2010, and the related notes thereto, together with the report of Weaver and Tidwell, L.L.P., independent auditors, concerning those statements and related notes, were filed as Exhibits 99.2 and 99.3, respectively, to the Current Report on Form 8-K filed by the Partnership on November 26, 2012 and are incorporated herein by reference.

(b) Pro Forma Financial Information.

The updated pro forma financial information of the Partnership to give effect to the Rangeland Acquisition is filed as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference:

Introduction

Unaudited pro forma condensed combined balance sheets as of September 30, 2012

Unaudited pro forma condensed combined statement of operations as of the year ended September 30, 2012

Notes to unaudited pro forma condensed combined financial statements

(d) Exhibits.

Exhibit Number         Description

     4.1               Indenture, dated as of December 7, 2012, by and among Inergy
                       Midstream, L.P., NRGM Finance Corp., the Guarantors party
                       thereto and U.S. Bank National Association.

     4.2               Form of 6.0% Senior Notes due 2020.

     4.3               Registration Rights Agreement, dated as of December 7, 2012,
                       by and among Inergy Midstream, L.P., NRGM Finance Corp., the
                       Guarantors named therein and the Initial Purchasers named
                       therein.

     10.1              Registration Rights Agreement, dated as of December 7, 2012,
                       by and among Inergy Midstream, L.P. and the Purchasers named
                       therein.

     99.1              Press Release dated as of December 7, 2012.

     99.2              Inergy Midstream, L.P. Unaudited Pro Forma Condensed Combined
                       Financial Statements.


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