CITGO HOLDING, INC. ANNOUNCES EXPIRATION AND FINAL RESULTS OF OFFER TO PURCHASE UP TO $286.231 MILLION IN AGGREGATE PRINCIPAL OF ITS SECURE 9.25% SENIOR NOTES DUE IN 2024
HOUSTON, September 9, 2022 /PRNewswire/ — CITGO Holding, Inc., a Delaware company (the “Company“), today announced the expiration and final results of its previously announced tender offer (the “To offer“) in cash up to $286.231 million as an overall principal amount (the “Excess cash flow bid amount“) of its 9.25% Senior Secured Notes due 2024 (the “Remarks“) at a purchase price equal to 100% of the principal amount of the Bonds to be repurchased, plus accrued and unpaid interest up to the settlement-delivery date excluded, according to the terms and subject to the conditions set out in the Offer of Purchase, dated August 11, 2022 (there “Bid“).
The offer expired at 5:00 p.m., New York City It’s time September 9, 2022 (there “Expiration date“). As of the expiration time, $12.282 million in aggregate principal of the Notes had been validly tendered and not validly withdrawn prior to the Expiry Time.
Since the aggregate principal amount of all Notes tendered under the Offer did not exceed the Excess Cash Flow Offer Amount of $286.231 millionthe company will buy $12.282 million aggregate principal amount of Notes under the Offer. Payment for such accepted tickets will be made on September 16, 2022. After giving effect to the purchase of the Notes offered and accepted, approximately $1.358 billion of the full principal amount of the Notes will remain outstanding.
The Notes are governed by an indenture dated August 1, 2019 (there “Indenture“), by and between the Company, the Guarantors parties thereto and TMI Trust Company, as trustee (the “CuratorPursuant to the Indenture, the Company is required to offer to purchase for cash an aggregate principal amount up to the amount of the excess cash flow tender of its outstanding Notes at price described above.The offer has been made to satisfy this requirement.
The Excess Cash Flow Offer Amount is equal to 50% of the Excess Cash Flow (as defined in the Indenture) of the Company and certain of its Subsidiaries for the Excess Cash Flow Period ( as defined in the Trust Indenture), less the Mandatory Prepayment Offer. amount under the excess cash flow offering provisions of the Term Loan Facility (as defined in the Indenture). In this regard, the Company has made a competing early redemption offer of approximately $482.673 million in aggregate principal amount of debt outstanding under the term loan facility, of which $216 million has been accepted. The Offer and the Concurrent Offer under the Term Loan Facility were not conditional upon each other.
This announcement is not an offer to buy or sell, or a solicitation of an offer to buy or sell, securities in any jurisdiction in which the making or acceptance thereof would not be in accordance with securities, blue sky or other laws of that jurisdiction. .
About CITGO Holding, Inc.
CITGO Holding, Inc. (“CITGO Holding“or the”Company“) is the direct parent company of CITGO Petroleum Corporation (“CITGO“). CITGO Holding is a wholly owned subsidiary of PDV Holding, Inc. (“POS Holding“), a Delaware company and an indirect wholly-owned subsidiary of Petróleos de VenezuelaHER (“PDVSA” Where “ultimate parent“), which is a Venezuelan company 100% owned and controlled by the government of Venezuela.
CITGO manufactures or refines and markets transportation fuels as well as petrochemicals, other industrial products and lubricants. We own and operate three large-scale, highly complex oil refineries with a total crude oil refining design capacity of approximately 769,000 barrels per day, located in Lake Charles, Louisiana, Corpus Christi, Texas and Lemont, Ill.. Our refining operations are supported by an extensive distribution network, which provides reliable access to end markets for our refined products. We own 35 active refined products terminals with a total storage capacity of 18.3 million barrels and have an interest in an additional 3.5 million barrels refined products storage capacity through our co-ownership of eight additional terminals, spread across 22 states. We own or have an interest in four additional terminals, comprising approximately 1 million barrels of refined storage capacity, which are currently idle or used only to store feedstocks used in refining operations. We also have access to over 140 third-party terminals through exchanges, terminals, and similar arrangements. Our retail network consists of approximately 4,300 independently owned and operated CITGO-branded retail outlets located east of the Rocky Mountains. We and our predecessors have had a recognized brand presence in the United States for over 100 years.
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. In some instances, you may identify such statements by forward-looking words such as “anticipate”, “believe “, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “target”, “will”, ” would”, “should”, “the negative of such terms and similar terms and expressions. Such statements relate to, among other things, expectations regarding revenues, costs and expenses, refining and other margins, profitability, cash flows cash flow, capital expenditures, liquidity and capital resources, our working capital requirements and other financial and operating items.These statements also relate to our industry, business strategy, objectives and expectations regarding our position. in the market and our o future operations. Forward-looking statements are not guarantees of our future performance and are subject to risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by such forward-looking statements. These statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they deem appropriate. Although we believe that the assumptions on which these forward-looking statements are based are reasonable, each of these assumptions may prove to be incorrect, and any forward-looking statements based on such assumptions may be incorrect. In addition, our business and operations involve numerous risks and uncertainties, many of which are beyond our control, which could prevent the achievement of our expectations or materially affect our financial condition, results of operations and cash flows. We caution readers that these forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from those projected, expressed or implied. We undertake no obligation to update any forward-looking statements, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.