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Published on 6/11/2021 in the Prospect News Investment Grade Daily and Prospect News Liability Management Daily.

Eastern Energy Gas starts exchange offers and consent solicitations

Chicago, June 11 – Eastern Gas Transmission and Storage Inc. started an exchange offer for up to $1.6 billion principal amount for notes originally issued by Eastern Energy Gas Holdings LLC, according to a press release.

The company is offering to exchange the old Eastern Energy notes for new notes issued by Eastern Gas.

Noteholders who tender notes by the early tender time will receive a like amount of notes in an even exchange, $1,000 of old notes for $1,000 of new notes with the same coupon and maturity date plus an early tender cash premium of $1.00.

Noteholders who tender after the early expiration time will receive $970 of new notes for each $1,000 of old notes and no cash tender premium.

The company is offering to exchange the following old notes on those terms, listed by acceptance priority level:

• $300 million outstanding 3.9% senior notes due 2049 (Cusip: 257375AQ8);

• $500 million outstanding 4.6% senior notes due 2044 (Cusip: 257375AJ4);

• $400 million outstanding of 4.8% senior notes due 2042 (Cusip: 257375AF2);

• $150 million outstanding 3.8% senior notes due 2031 (ISIN: XS1418789563);

• $600 million outstanding 3% senior notes due 2029 (Cusip: 257375AP0);

• $450 million outstanding 3.6% senior notes due 2024 (Cusip: 257375AH8);

• $600 million outstanding 2.5% senior notes due 2024 (Cusip: 257375AN5);

• $400 million outstanding 3.55% senior notes due 2023 (Cusips: 257375AE5, 257375AB1); and

• $250 million outstanding 2.875% senior notes due 2023 (Cusips: 257375AL9, U25504AE8).

The company is also soliciting consents to adopt certain proposed amendments to the indenture governing the existing Eastern Energy notes.

The consent solicitation would eliminate certain events of default, modify covenants regarding mergers and consolidations, and modify or eliminate certain other provisions, including certain provisions relating to liens and defeasance, contained in the existing notes indentures and the existing notes.

The proposed amendments will become effective with respect to a particular series of existing notes that remain outstanding following the relevant exchange offer to the extent participation in the exchange offer by such series of existing notes exceeds 50% of the outstanding principal amount of such series and all tendered existing notes of such series are accepted for exchange in the related exchange offer.

Tending noteholders will be deemed to have given consent to the proposed amendments.

Noteholders may not tender their notes without delivering consents, and vice versa.

The early tender time is 5 p.m. ET on June 24. The early deadline is also the withdrawal deadline.

The exchange offers and consent solicitations will expire at 11:59 p.m. ET on July 9.

The information agent is Global Bondholder Services (https://gbsc-usa.com/eligibility/eegh).

Eastern Gas is a Richmond, Va.-based operator of an interstate natural gas transmission pipeline.


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