Alliance Oil gets tenders for $253.6 million 7.25% convertible notes

By Susanna Moon

Chicago, Dec. 11 - Alliance Oil Co. Ltd. said holders tendered $253.6 million of its $265 million of 7.25% convertible bonds due 2014 in the offer that ended at 11 a.m. ET on Nov. 22.

The offer began on Nov. 4 in connection with the company's merger with Lambros Overseas SA and OJSC Alliance Group and was conditioned on the completion of the acquisition.

At a meeting on Dec. 2, shareholders approved the amalgamation between the company and Alford, according to a company news release.

In addition, the company said it is satisfied that financing will be available to purchase bonds tendered under the offer and the redemption of the bonds under the call option.

The company said it expects to announce whether the transaction and financing conditions have been satisfied or waived on Dec. 18.

Settlement of the tender offer will occur on Dec. 19.

As previously noted, the purchase price will be 105% of par for notes tendered by the early tender deadline and par for notes tendered after the early tender date.

The company will also pay accrued interest.

The early tender deadline was 11 a.m. ET on Nov. 13.

More offer details

The company sought to modify the terms and conditions of the bonds to give it the option to redeem all, but not just a portion, of any bonds that remain outstanding after the completion of the tender offer at par plus accrued interest.

By tendering bonds in the offer, bondholders automatically arranged for a proxy to vote in favor of the proposed modification at the bondholder meeting held at 11 a.m. ET on Nov. 26 in London.

To be eligible for the tender offer, bondholders could not attend the meeting in person or separately seek to appoint a proxy to vote at the meeting on their behalf.

Holders had the option to vote in favor of the proposed modification without tendering their bonds. Holders who delivered a voting-only instruction in favor of the proposal by the early tender deadline could receive a 5% consent fee. Payment of the fee was subject to the proposal passing.

The dealer manager was BofA Merrill Lynch (contact John Cavanagh/Karl Bystedt Wikblom at 44 20 7995 3715/44 20 7996 0867 or john.m.cavanagh@baml.com/karl.bystedtwikblom@baml.com). The tender and tabulation agent was Bank of New York Mellon, London Branch (44 1202 689644 or debtrestructuring@bnymellon.com).

Alliance Oil is an oil company based in London.

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