Exhibit 99.4
CHESAPEAKE MIDSTREAM PARTNERS, L.P.
CHKM FINANCE CORP.
OFFERS TO EXCHANGE THE NOTES SET FORTH BELOW, EACH OF WHICH HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
PURSUANT TO THE PROSPECTUS DATED , 2012:
$350,000,000 AGGREGATE PRINCIPAL AMOUNT OF 5.875% SENIOR NOTES DUE 2021
FOR ANY AND ALL OUTSTANDING 5.875% SENIOR NOTES DUE 2021, AND
$750,000,000 AGGREGATE PRINCIPAL AMOUNT OF 6.125% SENIOR NOTES DUE 2022
FOR ANY AND ALL OUTSTANDING 6.125% SENIOR NOTES DUE 2022
THE EXCHANGE OFFERS (AS DEFINED BELOW) WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2012, UNLESS EXTENDED BY THE PARTNERSHIP IN ITS SOLE DISCRETION (THE “EXPIRATION DATE”). TENDERS OF PRIVATE NOTES MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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, 2012
To Our Clients:
Enclosed for your consideration is a Prospectus dated , 2012 (the “Prospectus”) and the related Letter of Transmittal and instructions thereto (the “Letter of Transmittal”) in connection with the offers of Chesapeake Midstream Partners, L.P. (the “Partnership”) and CHKM Finance Corp. (“Finance Corp” and, together with the Partnership, the “Issuers”) to exchange (i) an aggregate principal amount of up to $350,000,000 of their 5.875% Senior Notes due 2021 (the “old 2021 notes”) for a like principal amount of their 5.875% Senior Notes due 2021 (the “new 2021 notes”) and (ii) an aggregate principal amount of up to $750,000,000 of their 6.125% Senior Notes due 2022 (the “old 2022 notes” and, together with the old 2021 notes, the “Private Notes”) for a like principal amount of their 6.125% Senior Notes due 2022 (the “new 2022 notes” and, together with the new 2021 notes, the “Exchange Notes”) upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal (the “Letter of Transmittal,” and together with the Prospectus, the “Exchange Offers”). Consummation of the Exchange Offers are subject to certain conditions described in the Prospectus. All capitalized terms used herein but not defined herein shall have the meaning ascribed to them in the Prospectus.
WE ARE THE REGISTERED HOLDER OF PRIVATE NOTES HELD BY US FOR YOUR ACCOUNT. A TENDER OF ANY SUCH PRIVATE NOTES CAN BE MADE ONLY BY US AS THE REGISTERED HOLDER AND PURSUANT TO YOUR INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO TENDER PRIVATE NOTES HELD BY US FOR YOUR ACCOUNT.
Accordingly, we request instructions as to whether you wish us to tender any or all such Private Notes held by us for your account pursuant to the terms and conditions set forth in the Prospectus and the Letter of Transmittal. WE URGE YOU TO READ THE PROSPECTUS AND THE LETTER OF TRANSMITTAL CAREFULLY BEFORE INSTRUCTING US TO TENDER YOUR PRIVATE NOTES.
Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Private Notes on your behalf in accordance with the provisions of the Exchange Offers. THE EXCHANGE OFFERS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2012, UNLESS EXTENDED OR EARLIER TERMINATED. Private Notes tendered pursuant to the Exchange Offers may be withdrawn only under the circumstances described in the Prospectus and the Letter of Transmittal.
Your attention is directed to the following:
1. The Exchange Offers are for the entire aggregate principal amount of outstanding Private Notes.
2. Consummation of the Exchange Offers is conditioned upon the terms and conditions set forth in the Prospectus under the captions “The Exchange Offers—Terms of The Exchange Offers” and “The Exchange Offers—Conditions.”
3. Tendering Holders may withdraw their tender at any time until 5:00 p.m., New York City time, on the Expiration Date.
4. Any transfer taxes incident to the transfer of Private Notes from the tendering Holder to the Partnership will be paid by the Partnership, except as provided in the Prospectus and the instructions to the Letter of Transmittal.
5. The Exchange Offers are not being made to, nor will the surrender of Private Notes for exchange be accepted from or on behalf of, Holders of Private Notes in any jurisdiction in which the Exchange Offers or acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
6. The acceptance for exchange of Private Notes validly tendered and not withdrawn and the issuance of Exchange Notes will be made as soon as practicable after the Expiration Date.
7. The Partnership expressly reserves the right, in its reasonable discretion and in accordance with applicable law, (i) to delay accepting any Private Notes, (ii) to terminate the Exchange Offers and not accept any Private Notes for exchange if it determines that any of the conditions to the Exchange Offers, as set forth in the Prospectus, have not occurred or been satisfied, (iii) to extend the Expiration Date of the Exchange Offers and retain all Private Notes tendered in the Exchange Offers other than those Private Notes properly withdrawn, or (iv) to waive any condition or to amend the terms of the Exchange Offers in any manner. In the event of any extension, delay, non-acceptance, termination, waiver or amendment, the Partnership will as promptly as practicable give oral or written notice of the action to the exchange agent and make a public announcement of such action. In the case of an extension, such announcement will be made no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.
8. Consummation of the Exchange Offers may have adverse consequences to Holders of Private Notes not tendering such Private Notes pursuant to the Exchange Offers, including that the reduced amount of outstanding Private Notes as a result of the Exchange Offers may adversely affect the trading market, liquidity and market price of the Private Notes.
If you wish to have us tender any or all of the Private Notes held by us for your account, please so instruct us by completing, executing and returning to us the instruction form that follows.
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INSTRUCTIONS REGARDING THE EXCHANGE OFFERS
WITH RESPECT TO THE
$350,000,000 OF 5.875% SENIOR NOTES DUE 2021
AND
$750,000,000 OF 6.125% SENIOR NOTES DUE 2022
(“PRIVATE NOTES”)
INSTRUCTIONS
The undersigned acknowledge(s) receipt of your letter and the enclosed documents referred to therein relating to the Exchange Offers of Chesapeake Midstream Partners, L.P. and CHKM Finance Corp. with respect to the Private Notes.
This will instruct you whether to tender the principal amount of Private Notes indicated below held by you for the account of the undersigned pursuant to the terms of and conditions set forth in the Prospectus and the Letter of Transmittal. (check box as applicable)
Box 1¨ Please tender the Private Notes held by you for my account, as indicated below.
Box 2¨ Please do not tender any Private Notes held by you for my account. | ||
Date: , 2012 | ||
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| Signature(s)* | ||
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| Please Print Name(s) Here | ||
Select Private Notes to be Tendered: |
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¨ 5.875% Senior Notes due 2021 |
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Principal Amount of 5.875% Senior Notes due 2021 to be Tendered: | Please Type or Print Address | |
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| $ | Area Code and Telephone Number | |
(must be in the principal amount of $2,000 or an integral multiple of $1,000 in excess thereof) |
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¨ 6.125% Senior Notes due 2022 | Taxpayer Identification or Social Security Number | |
| Principal Amount of 6.125% Senior Notes due 2022 to be Tendered: |
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| My Account Number With You | ||
| $ | ||
(must be in the principal amount of $2,000 or an integral multiple of $1,000 in excess thereof)
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| * | UNLESS OTHERWISE INDICATED, SIGNATURE(S) HEREON BY BENEFICIAL OWNER(S) SHALL CONSTITUTE AN INSTRUCTION TO THE NOMINEE TO TENDER ALL ORIGINAL NOTES OF SUCH BENEFICIAL OWNER(S). |
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