Trinidad Petroleum amends exchange offers for 2019, 2022 notes

By Marisa Wong

Morgantown, W.Va., May 6 – Trinidad Petroleum Holdings Ltd. said it further extended the early tender deadline of its previously announced offers to exchange its existing $850 million 9¾% notes due 2019 and $218.75 million of 6% notes due 2022 for a new series of notes due 2026 and, in the case of the 2019 notes, cash if the maximum new note amount is exceeded.

The early tender deadline is now 5 p.m. ET on May 10, extended from 5 p.m. ET on May 3. The early tender deadline was originally 5 p.m. ET on April 26.

The company also extended the withdrawal deadline to 5 p.m. ET on May 8 and the expiration of the offers to 5 p.m. ET on May 24. The offers were previously set to expire at 11:59 p.m. ET on May 10.

The company also announced that it amended the minimum tender condition, so that the exchange offers are now conditioned on the tender of at least $150 million of existing notes, instead of $200 million of the 2019 notes.

According to a Monday press release, in addition to the total consideration, holders who tender their notes by the new early tender deadline will now receive an additional $10 of cash for each $1,000 principal amount of 2019 or 2022 notes accepted for exchange, provided that a minimum of $350 million of 2019 notes are tendered.

As of 5 p.m. ET on May 3, holders had tendered $150.73 million of the 2019 notes and $24,316,500 of the 2022 notes, or a total of $175,046,500 aggregate principal amount of existing notes.

As announced on April 15, the total consideration for each $1,000 of existing 2019 notes will be $1,000, up to a total of $425 million of which will be paid in new notes. If the new notes cap is exceeded, the consideration will be paid in a combination of cash and new notes based on how many total tenders for exchange from the series were received. The company said it may increase the new notes cap up to $600 million.

The issuer is also soliciting consents from the holders of each series of existing notes to some proposed amendments to the note indentures to eliminate substantially all of the restrictive covenants, some events of default and release of guarantees upon the sale of certain subsidiaries.

In addition to the minimum tender condition, the 2019 notes offer is conditioned on the receipt by the issuer of proceeds from the proposed term loan facility in an amount that is sufficient to effect the repurchase of the 2019 notes tendered in excess of the new notes cap plus an amount that is sufficient to repay at maturity any 2019 notes that remain outstanding after the exchange offers.

The 2022 notes offer is conditioned on successful completion of the 2019 notes offer.

Delivery of consents to the proposed amendments by holders of a majority of the aggregate principal amount of a given series of the existing notes is required for the adoption of the proposed amendments for that series.

The exchange offers are not conditioned on the receipt of the required consents.

The new notes will be issued under Rule 144A and Regulation S.

The integrated national oil and gas company in Trinidad and Tobago was established as part of the reorganization of Petroleum Co. of Trinidad and Tobago Ltd.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.