Heritage Petroleum Company Limited Announces Results of its Preliminary Tender Offer and Consent Solicitation for All Trinidad Petroleum Holdings Limited 9.75% Senior Notes Due 2026
PORT OF SPAIN, Trinidad and Tobago, May 10, 2022 /PRNewswire/ — Heritage Petroleum Company Limited, a limited company organized under the laws of the Republic of Trinidad and Tobago (“Heritage”, the “Company” or “we”), today announced that $536,136,000 aggregate principal amount of approximately 94.02% (the “Presented Bonds”) of the outstanding 9.75% senior bonds due 2026 (the “Bonds”) issued by Trinidad Petroleum Holdings Limited (“TPHL”) ) and guaranteed by the Company, Paria Fuel Trading Company Limited and The Guaracara Refining Company Limited (“Guaracara”), have been validly tendered and have not been withdrawn until 5:00 p.m., New York City It’s time May 10, 2022 (the “Anticipated Bid and Consent Date”) pursuant to Heritage’s Offer to Purchase and Consent Solicitation Statement dated April 27, 2022 (the “Declaration”), pursuant to which the tender offer and the consent solicitation are made.
In addition, the Notes deposited represent sufficient consents to effect all proposed amendments to the Senior Notes Indenture governing the Notes (the “Indenture”), the Security Agreement dated June 28, 2019 between TPHL, the Guarantors, Guaracara and the Security Agent and Intercreditors (the “Security Agreement”), and certain Trinidad and Tobago security documents as indicated in the declaration. The proposed amendments, among other things, eliminate substantially all restrictive clauses and certain events of default, modify the satisfaction and release clause of the trust deed, provide a waiver for past defaults of TPHL, release Guaracara as as Guarantor under the Indenture, and amend the definition of “Excluded Property” in the Security Agreement and Trinidad and Tobago security documents to include certain unused assets that are not material to the operations of the Issuer and the Note Guarantors (the “Proposed Amendments”). Based on the receipt of sufficient consents, the Company and the Trustee intend to enter into a supplemental indenture (the “Supplemental Indenture”) to effect the Proposed Amendments to the Indenture.
Holders who validly tender their Notes prior to the Early Tender and Consent Date, and whose Notes are accepted, will receive aggregate consideration of $1,075.63 by $1,000 principal amount of the notes tendered, which includes an early participation payment in the tender of $50.00 by $1,000 the principal amount of the Notes, plus accrued and unpaid interest up to the date of early settlement excluded, which should be the May 12, 2022 (the “Early Settlement Date”). Holders who validly tender their Notes after the Early Tender and Consent Date and on or before the Expiry Time (defined below) will be eligible to receive the Tender Offer Consideration for $1,025.63 by $1,000 principal amount of Notes tendered and accepted for purchase by the Company. The tender offer is due to expire at 11:59 p.m., New York City It’s time May 24, 2022, unless extended or terminated earlier by the Company (the “Expiration Period”). The final settlement date for Notes which are validly tendered and not validly withdrawn after the Early Tender and Consent Date and no later than the Expiry Time will be immediately after the Expiry Time and should be on or toward May 26, 2022, unless the tender offer is extended by the Company at its sole discretion. If the tender offer is not completed, no such payment will be made.
The Company’s obligation to accept for purchase and pay for the Notes deposited is subject to the satisfaction or waiver, at the discretion of the Company, of certain conditions, which are more fully described in the Declaration, including the price and closing of a concurrent bond issue on terms satisfactory to Heritage, resulting in net proceeds from (i) a proposed term loan facility and (ii) the issue of new banknotes in an amount of at least 500 million US dollars, in an aggregate amount sufficient to (x) fund the Aggregate Aggregate Consideration, with respect to the Bonds validly tendered on or before the Early Tender and Consent Date, and the Aggregate Tender Offer Consideration, in with respect to Bonds validly tendered after the date of pre-tender and consent and no later than the expiry time (regardless of the actual amount of the Notes tendered), (y) repay a certain term loan inherited from TPHL which will be refinanced with the Term Loan Facility, including payment of all principal, premiums, accrued and unpaid interest, additional amounts, if any, and (z) pay any fees and expenses incurred in connection therewith . These conditions are expected to be satisfied at the time of (i) the funding of the Heritage Term Loan Facility, which is expected to be May 12, 2022 and (ii) the closing of the issuance by Heritage of 9.000% senior notes due 2029, the price of which was May 5, 2022who should be on May 122022.
The Company has retained Credit Suisse Securities (UNITED STATES) LLC to serve as dealer and solicitation agent for the tender offer and consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to Credit Suisse Securities (UNITED STATES) LLC Attn: Liability Management Group, +1 (800) 820-1653 (toll free), +1 (212) 538-2147 (phone).
DF King & Co., Inc. is acting as information agent (the “Information Agent”) and depositary (the “Depositary”) for the Offer. Any questions regarding ticket submission procedures or requests for additional copies of the declaration or other documents should be directed to the Information Agent at: Attn: Andre Beckbanks and brokers, +1 (212) 269-5550, toll free, +1 (800) 431-9629 or email: [email protected]
Neither the Company, nor the Dealer Manager and Solicitation Agent, nor the Information Agent makes any recommendation as to whether Holders should tender their Notes and consent pursuant to the Tender Offer and solicitation of consent, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to offer their Notes and to give their consent, and, if so, the principal amount of the Notes to be offered.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities. The tender offer is being made solely pursuant to the offer documents.
The tender offer does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
In any jurisdiction in which the tender offer must be made by an approved broker or dealer and in which the managing dealers, or their affiliates, are so authorized, the tender offer will be deemed to have been made by these dealer-managers. , or such affiliates, on behalf of the Company.
The new bonds offered under the competing offer have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in United States or to any U.S. Person, except (a) Qualified Institutional Buyers (“QIBs”) within the meaning of Rule 144A under the Securities Act (“Rule 144A”), on the basis of exemption from the registration requirements of securities law provided by Rule 144A, and (b) outside United States to non-US persons pursuant to Regulation S of the Securities Act (“Regulation S”).
This press release contains forward-looking statements. Actual results may differ materially from those reflected in the forward-looking statements. We undertake no obligation to publicly release the outcome of any revisions to these forward-looking statements that may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in our business strategy. or acquisition or our anticipated capital expenditures, or to reflect the occurrence of unforeseen events.
Heritage Petroleum Company Limited is a limited liability company organized under the laws of the Republic of Trinidad and Tobago. The heritage was organized in Trinidad and Tobago on October 5, 2018 and is principally engaged in the exploration, development, production and marketing of crude oil. Heritage’s sole shareholder is TPHL, a national oil and gas company based in Trinidad and Tobago and our ultimate parent is the government of the Republic of Trinidad and Tobago. TPHL is the result of a reorganization undergone by the Petroleum Company of Trinidad and Tobago Limited on December 1, 2018, which resulted in a new corporate structure and business reconfiguration, to ensure financial viability. Heritage is the main oil producer of Trinidad and Tobago and its production (including partnerships) amounted to 62% of the Trinidad and Tobago total crude oil production for 2020.
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SOURCE Heritage Petroleum Company Limited