Gibson Energy Inc. Announces Pricing of Senior Notes

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

CALGARY, June 25, 2013 /CNW/ - Gibson Energy Inc. ("Gibson") (TSX: GEI) announced today that it has agreed to issue and sell US$500 million principal amount of 6.75% Senior Unsecured Notes due July 15, 2021 (the "US tranche") and CDN$250 million principal amount of 7.00% Senior Unsecured Notes due July 15, 2020 (the "Cdn tranche") (collectively, the "Notes"). The US tranche will be issued at a price of 98.476%, resulting in a yield to maturity of 7.00% per annum, and will be payable semi-annually in arrears beginning January 15, 2014. The Cdn tranche will be issued at a price of 98.633%, resulting in a yield to maturity of 7.25% per annum, and will be payable semi-annually in arrears beginning January 15, 2014. The offering is expected to close on June 28, 2013, subject to customary closing conditions.

Gibson intends to use the anticipated net proceeds from the offering to repay all of the loans outstanding under its existing senior secured first lien credit facility, with the remaining proceeds to be used for general corporate purposes.

Concurrently with the closing of the offering, Gibson expects to enter into a new CDN$500 million senior secured revolving credit facility (the "New Revolving Credit Facility"), which will replace Gibson's existing US$375 million senior secured revolving credit facility. The New Revolving Credit Facility is expected to be undrawn at the completion of the offering (except for the continuation of outstanding letters of credit).

The offer and sale of the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or applicable state laws, and the Notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Notes have not been and will not be qualified for sale to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the Notes in Canada will be made on a basis exempt from the prospectus and dealer registration requirements of such securities laws. The Notes will be offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and outside the United States to non-U.S. persons in reliance on the "accredited investor" prospectus exemption in Canada and Regulation S under the Securities Act.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, the Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction, in which such an offer, solicitation, purchase or sale would be unlawful.

About Gibson

Gibson is a large independent midstream energy company in Canada and a major participant in the crude oil transportation business in the United States, and is engaged in the movement, storage, blending, processing, marketing and distribution of crude oil, condensate, natural gas liquids, and refined products. Gibson transports hydrocarbons by utilizing its integrated network of terminals, pipelines, storage tanks, and truck fleet located throughout western Canada and the United States. Gibson is also involved in the processing, blending and marketing of hydrocarbons, provision of water disposal and oilfield waste management services and is the second largest retail propane distribution company in Canada.

Forward-Looking Statements

Certain statements contained in this news release constitute forward-looking information and statements, including but not limited to, the completion of the notes offering, use of proceeds and the refinancing of Gibson Energy ULC's existing senior secured credit facilities. These statements relate to future events or Gibson's future performance. All statements other than statements of historical fact are forward-looking statements. The use of any of the words ''anticipate'', ''plan'', ''contemplate'', ''continue'', ''estimate'', ''expect'', ''intend'', ''propose'', ''might'', ''may'', ''will'', ''shall'', ''project'', ''should'', ''could'', ''would'', ''believe'', ''predict'', ''forecast'', ''pursue'', ''potential'' and ''capable'' and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this news release should not be unduly relied upon. These statements speak only as of the date of this news release. Gibson does not undertake any obligations to publicly update or revise any forward looking statements except as required by securities law. Actual results could differ materially from those anticipated in these forward-looking statements as a result of numerous risks and uncertainties including, but not limited to, the risks and uncertainties described in "Forward-Looking Statements" and "Risk Factors" included in Gibson's Annual Information Form dated March 5, 2013 as filed on SEDAR.

SOURCE: Gibson Energy Inc.

Ken Hall
Vice President Investor Relations and Communications
[phone]
[email protected]