Black Stone Minerals, L.P. Announces Commencement of Cash Tender Offer to Repurchase up to 100% of Its Series A Preferred Units
Black Stone Minerals, L.P. (NYSE: BSM) (“Black Stone Minerals,” “BSM,”
or the “partnership”) announced today that it has commenced its
previously announced cash tender offer to purchase up to 100% of the
117,963 outstanding Series A Preferred Units (the “preferred units”)
from its preferred unitholders at the units’ par value of $1,000.00 per
preferred unit, plus unpaid accrued yield. The tender offer will expire
at 5:00 p.m., New York City time, on Thursday, December 10, 2015, unless
extended by the partnership. Tenders of preferred units must be made on
or prior to the expiration of the tender offer and may be withdrawn at
any time prior to the expiration of the tender offer, in each case, in
accordance with the procedures described in the tender offer materials.
The partnership intends to fund the tender offer with funds available
under its revolving credit facility or cash on hand.
Information Regarding the Tender Offer
Black Stone Minerals has commenced a cash tender offer to purchase up to
100% of its 117,963 preferred units at their par value of $1,000.00 per
preferred unit plus unpaid accrued yield. The tender offer will expire
at 5:00 p.m., New York City time, on Thursday, December 10, 2015, unless
extended by the partnership. Tenders of preferred units must be made on
or prior to the expiration of the tender offer and may be withdrawn at
any time prior to the expiration of the tender offer, in each case, in
accordance with the procedures described in the tender offer materials.
The tender offer will not be conditioned upon any minimum number of
units being tendered. Tendering unitholders may tender all or a portion
of their preferred units and will receive the purchase price in cash,
less applicable withholding taxes, subject to the conditions of the
tender offer. These conditions, tendering instructions, and a complete
explanation of the tender offer’s terms and conditions are described in
the Offer to Purchase, the related Letter of Transmittal, and other
materials relating to the tender offer that are being distributed to the
preferred unitholders. American Stock Transfer & Trust Company, LLC will
serve as the depositary for the tender offer.
While the Board of Directors of BSM’s general partner has authorized the
partnership to make the tender offer, neither the partnership, its
general partner, nor its general partner’s Board of Directors make any
recommendation to any preferred unitholder whether to tender or refrain
from tendering any preferred units. Nor has BSM authorized any other
person to make any recommendation. Preferred unitholders must decide
whether to tender their preferred units and, if so, how many preferred
units to tender. In doing so, preferred unitholders should carefully
evaluate all of the information in the tender offer documents before
making any decision with respect to the tender offer and should consult
their own financial and tax advisors.
The discussion of the tender offer contained in this press release is
for informational purposes only and is not an offer to purchase, nor the
solicitation of an offer to sell, any of BSM’s preferred units. The
offer to purchase and solicitation of preferred units is being made only
pursuant to the Offer to Purchase, the related Letter of Transmittal,
and other related materials, as they may be amended or supplemented. The
Offer to Purchase, related Letter of Transmittal, and other related
materials are being distributed to the preferred unitholders. Preferred
unitholders should read those materials carefully before making any
decisions with respect to the tender offer because they contain
important information, including instructions on how to tender the
preferred units. BSM is also filing a Tender Offer Statement on Schedule
TO (the “Tender Offer Statement”) with the Securities and Exchange
Commission (the “SEC”). The Tender Offer Statement, including the Offer
to Purchase, the related Letter of Transmittal, and other related
materials, as well as any amendments or supplements, will be available
to preferred unitholders for no charge on the SEC's website (www.sec.gov).
Preferred unitholders may also obtain a copy of these documents, as well
as any other documents that Black Stone Minerals has filed with the SEC,
without charge, by contacting BSM or through its website at www.blackstoneminerals.com.
Forward-Looking Statements
This news release includes forward-looking statements. All statements,
other than statements of historical facts, included in this news release
that address activities, events, or developments that Black Stone
Minerals expects, believes, or anticipates will or may occur in the
future are forward-looking statements. Terminology such as “will,”
“may,” “should,” “expect,” “anticipate,” “plan,” “project,” “intend,”
“estimate,” “believe,” “target,” “continue,” “potential,” the negative
of such terms, or other comparable terminology often identify
forward-looking statements. Except as required by law, Black Stone
Minerals undertakes no obligation and does not intend to update these
forward-looking statements to reflect events or circumstances occurring
after this news release. You are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date of
this news release. All forward-looking statements are qualified in their
entirety by these cautionary statements. These forward-looking
statements involve risks and uncertainties, many of which are beyond the
control of Black Stone Minerals, which may cause the partnership’s
actual results to differ materially from those implied or expressed by
the forward-looking statements. Important factors that could cause
actual results to differ materially from those in the forward-looking
statements include, but are not limited to, those summarized below:
-
the partnership’s ability to execute its business strategies;
-
the volatility of realized oil and natural gas prices;
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the level of production on the partnership’s properties;
-
regional supply and demand factors, delays, or interruptions of
production;
-
the partnership’s ability to replace its oil and natural gas reserves;
and
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the partnership’s ability to identify, complete, and integrate
acquisitions.
About Black Stone Minerals, L.P.
Black Stone Minerals is one of the largest owners of oil and natural gas
mineral interests in the United States. The partnership owns mineral
interests and royalty interests in over 40 states and 60 onshore basins
in the continental United States. The partnership also owns and
selectively participates in non-operating working interests in
established development programs, primarily on its mineral and royalty
holdings. The partnership expects that its large, diversified asset base
and long-lived, non-cost-bearing mineral and royalty interests will
result in production and reserve growth, as well as increasing quarterly
distributions to its unitholders.
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