Attached files

file filename
EX-4.3 - EX-4.3 - Rose Rock Midstream, L.P.d927725dex43.htm
EX-4.1 - EX-4.1 - Rose Rock Midstream, L.P.d927725dex41.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2015

 

 

Rose Rock Midstream, L.P.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35365   45-2934823

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

Two Warren Place

6120 S. Yale Avenue, Suite 700

Tulsa, Oklahoma 74136-4216

(Address of principal executive offices)

(918) 524-7700

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01 Entry into a Material Definitive Agreement.

Indenture

On May 14, 2015, Rose Rock Midstream, L.P. (the “Partnership”) and Rose Rock Finance Corporation (“Finance Corp.,” and together with the Partnership, the “Issuers”) issued $350,000,000 aggregate principal amount of the Issuers’ 5.625% Senior Notes due 2023 (the “Notes”). The Issuers’ obligations under the Notes are fully and unconditionally guaranteed (the “Guarantees”) on a senior unsecured basis, jointly and severally, by certain of the Partnership’s current and future restricted subsidiaries (other than Finance Corp.) (collectively, the “Guarantors,” and together with the Issuers, the “Obligors”). The Notes and the Guarantees (collectively, the “Securities”) were issued pursuant to an indenture (the “Indenture”), dated May 14, 2015, by and among the Obligors and Wilmington Trust, National Association, as trustee (the “Trustee”). The Notes accrue interest from May 14, 2015 at a rate of 5.625% per year. Interest on the Notes is payable semi-annually in arrears on May 15 and November 15 of each year, beginning November 15, 2015. The Notes mature on November 15, 2023.

On or after May 15, 2019, the Issuers may on one or more occasions redeem the Notes, in whole or in part, upon not less than 15 nor more than 60 days’ prior notice, at the following redemption prices (expressed as a percentage of principal amount), plus accrued and unpaid interest thereon to, but not including, the applicable redemption date, subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the 12-month period beginning on May 15 of the years indicated below:

 

Date

   Price  

2019

     102.813

2020

     101.406

2021 and thereafter

     100.000

In addition, before May 15, 2019, the Issuers may redeem all or a part of the notes, upon not less than 15 nor more than 60 days’ prior notice, at a redemption price equal to:

 

    100% of the principal amount of notes redeemed, plus

 

    an applicable premium as of, and accrued and unpaid interest to, the redemption date, subject to the rights of holders on the relevant record date to receive interest due on the relevant interest payment date.

Before May 15, 2018, the Issuers may, on one or more occasions, redeem up to 35% of the sum of the original aggregate principal amount of Notes and the original principal amount of any additional notes issued under the Indenture at a redemption price equal to 105.625% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the redemption date, subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net cash proceeds of one or more equity offerings of the Partnership or any direct or indirect parent of the Partnership to the extent such net proceeds are contributed to the Partnership; provided that:

 

    at least 65% of the sum of the aggregate principal amount of Notes originally issued under the Indenture and the original principal amount of any additional notes issued under the Indenture remain outstanding immediately after the occurrence of each such redemption; and

 

    each such redemption occurs within 180 days of the date of closing of each such equity offering.

If the Issuers experience certain kinds of changes of control, holders of the Notes will be entitled to require the Partnership to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess of $2,000) of that holder’s Notes pursuant to an offer on the terms set forth in the Indenture. The Partnership will offer to make a cash payment equal to 101% of the aggregate principal amount of the Notes repurchased plus accrued and unpaid interest on the Notes repurchased to the date of purchase, subject to the rights of holders of the Notes on the relevant record date to receive interest due on the relevant interest payment date.


The Indenture contains customary covenants restricting the Partnership’s ability and the ability of its restricted subsidiaries to: (i) incur additional indebtedness or issue certain preferred shares; (ii) pay dividends and make certain distributions, investments and other restricted payments; (iii) create certain liens; (iv) sell assets; (v) enter into transactions with affiliates; (vi) merge, consolidate, sell or otherwise dispose of all or substantially all of its assets; and (vii) designate its subsidiaries as unrestricted subsidiaries under the Indenture. These covenants are subject to a number of important limitations and exceptions, including certain provisions permitting the Partnership, subject to the satisfaction of certain conditions, to transfer assets to certain of its unrestricted subsidiaries. Moreover, if the Notes receive an investment grade rating from each of Standard and Poor’s and Moody’s Investors Service and no default has occurred and is continuing under the Indenture, many of the covenants in the Indenture will be terminated. The Indenture also contains customary events of default. Upon an event of default under the Indenture, the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding may declare all amounts owing under the Notes to be due and payable.

A copy of the Indenture is filed as Exhibit 4.1 hereto, and the form of the global note included as Exhibit 1 to the Indenture is filed as Exhibit 4.2 hereto, and each is incorporated herein by reference. The description of the Indenture and the Securities in this Form 8-K is a summary and is qualified in its entirety by reference to the terms of the Indenture.

Registration Rights Agreements

In connection with the private placement of the Securities, on May 14, 2015, the Obligors entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with Wells Fargo Securities, LLC, as representative of the initial purchasers, obligating the Obligors to use commercially reasonable efforts to file an exchange registration statement with the Securities and Exchange Commission (the “Commission”) so that holders of the Securities can offer to exchange their Securities for registered notes having substantially the same terms as the Securities and evidencing the same indebtedness as the Securities. Under certain circumstances, in lieu of a registered exchange offer, the Obligors must file a shelf registration statement for the resale of the Securities. If the Obligors fail to satisfy these obligations on a timely basis, the annual interest borne by the Notes will be increased by up to 1.0% per annum until the exchange offer is completed or the shelf registration statement is declared effective.

A copy of the Registration Rights Agreement is filed as Exhibit 4.3 hereto and is incorporated herein by reference. The description of the Registration Rights Agreement in this Form 8-K is a summary and is qualified in its entirety by reference to the terms of the Registration Rights Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 of this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
Number

  

EXHIBIT

4.1    Indenture, dated as of May 14, 2015, by and among Rose Rock Midstream, L.P., Rose Rock Finance Corporation, the Guarantors party thereto and Wilmington Trust, National Association, as Trustee.
4.2    Form of 5.625% Senior Note due 2023 (included as Exhibit 1 to Exhibit 4.1 of this Current Report on Form 8-K).
4.3    Registration Rights Agreement, dated as of May 14, 2015, by and among Rose Rock Midstream, L.P., the Guarantors signatory thereto and Wells Fargo Securities, LLC, as representative of the several initial purchasers.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

ROSE ROCK MIDSTREAM, L.P.
By: Rose Rock Midstream GP, LLC
its general partner
Date: May 18, 2015 By:

/s/ Candice L. Cheeseman

Name: Candice L. Cheeseman
Title: General Counsel and Secretary


EXHIBIT INDEX

 

Exhibit
Number

  

EXHIBIT

4.1    Indenture, dated as of May 14, 2015, by and among Rose Rock Midstream, L.P., Rose Rock Finance Corporation, the Guarantors party thereto and Wilmington Trust, National Association, as Trustee.
4.2    Form of 5.625% Senior Note due 2023 (included as Exhibit 1 to Exhibit 4.1 of this Current Report on Form 8-K).
4.3    Registration Rights Agreement, dated as of May 14, 2015, by and among Rose Rock Midstream, L.P., the Guarantors signatory thereto and Wells Fargo Securities, LLC, as representative of the several initial purchasers.