Petrofac begins Dutch auction offer for $100 million of 3.4% notes

By Angela McDaniels

Tacoma, Wash., April 11 – Petrofac Ltd. began a modified Dutch auction tender offer for up to $100 million principal amount of its $750 million 3.4% senior notes due 2018, according to a company filing with the London Stock Exchange.

The acceptable bid price range is $940 to $980 per $1,000 principal amount of notes. This includes an early participation amount of $30 per $1,000 principal amount of notes tendered by the early participation deadline, 5 p.m. ET on April 22.

Bid prices must be in increments of $1.00.

Holders who tender notes prior to the early participation deadline without specifying a bid price will be deemed to have specified $940 per $1,000 principal amount of notes.

The clearing price will be the single lowest bid price submitted prior to the early participation deadline that will enable the company to purchase an amount of notes up to the tender cap.

Holders who tender notes after the early participation deadline at or below the clearing price will be deemed to have tendered with a bid price equal to the clearing price and will not be eligible to receive the early participation amount.

The company will not accept any notes tendered with a bid price in excess of the clearing price.

Holders who tender notes that are accepted for payment will receive accrued interest up to but excluding the payment date.

If the amount of notes tendered by the early participation deadline with a bid price equal to or below the clearing price exceeds the tender cap, then the company will accept for purchase, first, all notes tendered with a bid price below the clearing price and, second, notes tendered with a bid price equal to the clearing price on a pro rata basis.

If the amount of notes tendered by the early participation deadline equals or exceeds the tender cap, no additional notes tendered by holders after the early participation deadline will be accepted.

The tender offer will end at 11:59 p.m. ET on May 6.

The company said the purpose of the tender offer is to reduce its interest expense and overall debt.

The tender offer will be funded with cash on hand.

The company noted that it has launched an internal investigation into media reports alleging a breach of the group's code of conduct concerning anti-bribery and corruption standards.

The dealer manager is Barclays Bank plc (+44 203 134 8515, 212 528-7581, 800 438-3242 or liability.management@barclays.com). The information and tender agent is D.F. King & Co., Inc. (212 269-5550, 877 478-5039 or pfc@dfking.com).

Petrofac is an oilfield services company based on London.

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