Pengrowth seals change-of-control tender offers for NAL Energy buyout

By Susanna Moon

Chicago, June 22 - Pengrowth Energy Corp. said it wrapped the change-of-control tender offers for three series of notes related to its acquisition of NAL Energy Corp.

Under the offers, holders tendered the following amounts:

• C$20.2 million of the 6.75% convertible extendible subordinated debentures due Aug. 31, 2012;

• C$17.1 million of the 6.25% series A convertible extendible subordinated debentures due Dec. 31, 2014; and

• C$13.2 million of the 6.25% series B convertible extendible subordinated debentures due March 31, 2017.

The company previously said it will pay 101% of par for the 6.75% convertibles and the series A convertibles, and par for the series B convertibles.

Holders will also receive accrued interest up to but excluding the purchase date.

The offers expired at 2 p.m. ET on June 22. They began on June 1.

After settlement, there will be about C$97.9 million of the 6.25% series A notes, C$136.8 million of the 6.25% series B notes and C$59.5 million of the 6.75% notes left outstanding.

All convertibles purchased in the offers will be canceled.

Pengrowth said before that if 90% or more of a series of convertibles are tendered, it would have the right to redeem the convertibles not tendered at the same price paid in the tender offer within 10 days of the expiration of the tender offer.

A change of control occurred on May 31 when all of the common shares of NAL Energy were exchanged for common shares of Pengrowth. NAL Energy shareholders received 0.86 of a Pengrowth share for each NAL Energy share held.

Pengrowth assumed all of the covenants and obligations of NAL Energy under the indentures governing the convertibles.

The notes are now convertible into Pengrowth shares instead of NAL Energy shares.

The conversion price is C$16.2791 for the 6.75% convertibles, C$19.186 for the series A convertibles and C$11.5116 for the series B convertibles. Pengrowth's stock closed at C$7.15 (Toronto: PGF) on June 1.

The depositary for the tender offers is Computershare Investor Services Inc. (800 564-6253).

Pengrowth and NAL Energy are Calgary, Alta.-based producers of oil and natural gas.

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