Blue Racer Midstream, LLC Announces Tender Offer For Up To $400 Million of its 6.125% Senior Notes Due 2022

Blue Racer Midstream, LLC (“Blue Racer”) announced today that it has commenced a cash tender offer (the “Tender Offer”) to purchase up to $400.0 million aggregate principal amount outstanding (the “Tender Cap”) of its 6.125% senior notes due 2022 (CUSIP Nos. 095796AA6, U0942MAA7 and U0942MAB5) (the “Notes”). Blue Racer intends to fund the Tender Offer, including accrued interest and fees and expenses payable in connection with the Tender Offer, with the net proceeds of its separately announced proposed offering of $400 million of debt securities (the “Debt Financing”), together with cash on hand. The Tender Offer is being made upon the terms and subject to the conditions described in Blue Racer’s Offer to Purchase dated July 9, 2020 (the “Offer to Purchase”). The Tender Offer will expire at 5:00 p.m., New York City time, on August 5, 2020, unless extended or earlier terminated by Blue Racer (such time and date, the “Expiration Date”). Tenders of Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on July 22, 2020 (the “Withdrawal Time”), unless extended by Blue Racer. Notes tendered after the Withdrawal Time may not be withdrawn thereafter except in certain limited circumstances where additional withdrawal rights are required by law. Holders of Notes are urged to carefully read the Offer to Purchase.

Certain information regarding the Notes and the terms of the Tender Offer is summarized in the table below.

Subject to the terms of the Tender Offer, holders who validly tender their Notes (and do not validly withdraw their Notes) prior to 5:00 p.m., New York City time, on July 22, 2020, unless extended by Blue Racer (such time and date, the “Early Tender Deadline”), and whose Notes are accepted for purchase, will be entitled to receive $1,015.31, payable in cash, for each $1,000 principal amount of Notes accepted for payment (the “Total Consideration”), which amount includes an early tender payment of $30.00 per $1,000 principal amount (the “Early Tender Payment”). Holders who validly tender their Notes after the Early Tender Deadline but on or prior to the Expiration Date will be entitled to receive $985.31, payable in cash, for each $1,000 principal amount of Notes accepted for purchase (the “Tender Offer Consideration”).

Payments for Notes purchased will include accrued and unpaid interest from and including the last interest payment date for the Notes up to, but not including the applicable settlement date for such Notes accepted for purchase. Notes accepted for purchase that are validly tendered prior to the Early Tender Deadline are expected to receive payment on July 23, 2020. Notes accepted for purchase that are validly tendered after the Early Tender Deadline but on or before the Expiration Date are expected to receive payment on August 6, 2020, if necessary.

If the purchase of all validly tendered Notes would cause Blue Racer to purchase a principal amount greater than the Tender Cap, then the Tender Offer will be oversubscribed and Blue Racer, if it accepts Notes in the Tender Offer, will accept for purchase tendered Notes on a prorated basis as described in the Offer to Purchase. Furthermore, if the Tender Offer is fully subscribed as of the Early Tender Deadline, holders who validly tender Notes following the Early Tender Deadline will not have any of their Notes accepted for payment.

Blue Racer’s obligation to consummate the Tender Offer is subject to the satisfaction or waiver of certain conditions, including the Debt Financing, which are more fully described in the Offer to Purchase. There can be no assurance such conditions will be satisfied. Blue Racer reserves the right, subject to applicable law, to: (i) delay accepting Notes, (ii) extend the Early Tender Deadline, the Withdrawal Time or the Expiration Date, (iii) increase the Tender Cap, (iv) waive any and all conditions to the Tender Offer, (v) extend or terminate the Tender Offer at any time, or (vi) otherwise amend the Tender Offer in any respect.

Wells Fargo Securities, LLC is acting as lead dealer manager and SunTrust Robinson Humphrey, Inc. and TD Securities (USA) LLC are acting as co-dealer managers for the Tender Offer. The tender agent and information agent for the Tender Offer is Global Bondholder Services Corporation. Questions regarding the Tender Offer may be directed to Wells Fargo Securities, LLC at (866) 309-6316 (toll-free), (704) 410-4756 (collect). Holders who would like additional copies of the offer documents may call the information agent, Global Bondholder Services Corporation at 212-430-3774, 866-470-3700 (toll-free) or by e-mail at [email protected].

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell the Notes. The Tender Offer is being made solely by means of the Offer to Purchase, which sets forth the complete terms and conditions of the Tender Offer. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. Nothing contained herein shall constitute an offer of the debt securities that are the subject of the Debt Financing.

Forward-Looking Statements

This press release may include “forward-looking statements.” All statements, other than statements of historical fact, included in this press release that address activities, events or developments that Blue Racer expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on certain assumptions made by Blue Racer based on its experience and perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement. Blue Racer undertakes no obligation and does not intend to update these forward-looking statements to reflect events or circumstances occurring after this press release.

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