Blue Racer Midstream, LLC Announces Pricing of $300 Million Offering of Additional 6.125% Senior Notes

July 15, 2015
Blue Racer Midstream

DALLAS—July 15, 2015—Blue Racer Midstream, LLC ("Blue Racer") and its wholly owned subsidiary Blue Racer Finance Corp. (together with Blue Racer, the “Issuers”) today announced the pricing of its previously announced offering of $300 million in aggregate principal amount of their senior notes due 2022 (the “additional senior notes”). The additional senior notes mature on November 15, 2022, will pay interest at the rate of 6.125% per year and were priced at 101.500% of par resulting in a yield to worst of 5.791%.

The offering is expected to close on July 20, 2015, subject to customary closing conditions. Blue Racer intends to use the net proceeds from the offering to repay borrowings outstanding under its revolving credit facility, fund its expansion projects and for general corporate purposes.

On November 13, 2014, the Issuers completed an offering of $550 million of their 6.125% senior notes due 2022 (the “senior notes”). The additional senior notes and the senior notes will be treated as a single class of debt securities under the indenture.

The additional senior notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and unless so registered, 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. The additional senior notes are expected to be eligible for trading by qualified institutional buyers in reliance on Rule 144A under the Securities Act and non-US persons in reliance on Regulation S under the Securities Act. This announcement shall not constitute an offer to sell or a solicitation of an offer to buy any of the additional senior notes, except as required by law.

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. 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 the issuance of this press release.

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