Whistler Pipeline LLC Prices Offering of $1.85 Billion of Senior Unsecured Notes

AUSTIN, Texas, July 25, 2024 /PRNewswire/ -- Whistler Pipeline LLC ("Whistler") announced today that it priced an offering (the "Notes Offering") of $1.85 billion aggregate principal amount of senior unsecured notes, consisting of $400 million aggregate principal amount of 5.400% Senior Notes due 2029, $500 million aggregate principal amount of 5.700% Senior Notes due 2031, $825 million aggregate principal amount of 5.950% Senior Notes due 2034 and $125 million aggregate principal amount of 6.350% Senior Notes due 2044 (collectively, the "Notes").

The Notes Offering is expected to close August 5, 2024, subject to satisfaction of customary closing conditions.

Whistler intends to use the net proceeds from the Notes Offering to redeem or repay substantially all of its outstanding indebtedness, including the outstanding aggregate principal amount of its 5.21% Series A Senior Notes due 2030 (the "Notes-A"), the outstanding aggregate principal amount of its 7.00% Series B Senior Notes due 2031 (the "Notes-B") and the outstanding indebtedness under Whistler's existing term loan facilities, with any remaining amount to be used for general corporate purposes, including the funding of future growth capital. 

Pursuant to the terms of the note purchase agreement governing the Notes-A and Notes-B (the "Note Purchase Agreement"), Whistler intends to issue revocable notices of redemption to redeem all of the outstanding Notes-A and Notes-B, which redemption will be conditional upon the successful completion of the Notes Offering.

The securities to be offered have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. 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. Whistler plans to offer and sell the securities only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any sale of the New Notes or any other security of Whistler, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This press release does not constitute a notice of redemption under the optional redemption provisions of the Note Purchase Agreement governing the Notes-A and Notes-B.

Cautionary Note Concerning Forward-Looking Statements

Disclosures in this press release contain forward-looking statements. All statements, other than statements of historical fact, included in this press release are forward-looking statements. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," variations of such words and similar expressions are intended to identify such forward looking statements, although not all forward-looking statements contain such identifying words. Similarly, statements that describe our objectives, plans or goals are or may be forward looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this press release specifically include statements regarding the Notes Offering and the use of proceeds therefrom. Such statements are not guarantees of future performance and involve various risks, uncertainties and assumptions, which are difficult to predict and many of which are outside our control. Therefore, actual results, performance and achievements may differ materially from what is expressed or forecasted in such forward looking statements. Prospective investors should not place undue reliance on forward looking statements, which speak only as of the date of this press release. Whistler does not intend to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

About Whistler Pipeline

Whistler owns the Whistler Pipeline (the "Pipeline"), which is an approximately 450-mile, 42-inch intrastate natural gas pipeline with approximately 2.5 billion cubic feet per day ("Bcf/d") of capacity that transports natural gas from the Permian Basin to a terminus near Agua Dulce, Texas, providing direct access to South Texas markets and consumers. The Pipeline also has an approximately 85-mile, 36-inch diameter lateral to the Midland Basin. Whistler also owns a 50% membership interest in Waha Gas Storage, LLC, and an indirect 70% interest in the ADCC Pipeline, LLC, an approximately 40-mile, 42-inch intrastate pipeline that is designed to transport up to 1.7 Bcf/d, expandable to 2.5 Bcf/d of natural gas from the terminus of the Pipeline in Agua Dulce, Texas to Cheniere Corpus Christi Holdings, LLC's Corpus Christi liquefaction facility. Whistler is a joint venture with one class of limited liability company interests owned by WPC Parent, LLC ("WPC Parent"), and WhiteWater Whistler Holdings, LLC, MPLX LP, and Enbridge, Inc. own 50.6%, 30.4%, and 19.0%, respectively, of the outstanding equity interests in WPC Parent.

SOURCE WhiteWater