By Susanna Moon
Chicago, Dec. 23 – Petroleum Geo-Services ASA said investors had tendered for exchange $423,998,000, or about 94.2%, of its $450 million of 7 3/8% senior notes due 2018 in the offer that ended at 11:59 p.m. ET on Dec. 20.
In exchange, Petroleum Geo-Services issued $211,999,000 principal amount of new notes, according to a company update.
After the exchange, there was $26,002,000 of the old notes left outstanding as of Dec. 23.
The company began the exchange on Nov. 22, offering to issue $500 principal amount of new 7 3/8% senior notes due 2020 and $475 of cash for each $1,000 principal amount of existing notes.
The $475 of cash includes a $30 consent payment for notes tendered with consents by the early tender date.
The company will also pay accrued interest up to but excluding the settlement date, which was expected to be Dec. 23.
As of 11:59 p.m. ET on Dec. 6, the early date, investors had tendered for exchange $423,098,000, or about 94%, of its $450 million of 7 3/8% senior notes due 2018.
As a result, Petroleum Geo-Services has received the needed consents to amend the terms of the notes to eliminate substantially all of the restrictive covenants, all of the reporting covenants and some of the events of default.
The new notes will be callable beginning Dec. 15, 2017 at 103.688. The redemption price will step down to 101.844 on Dec. 15, 2018 and to par on Dec. 15, 2019.
Before launching the exchange, the company had received commitments from the holders of $251.66 million, or 55.9%, of the notes.
In order to amend the notes, consents were needed from the holders of at least a majority of the notes.
The company previously said it seeks to strengthen its liquidity position by proactively addressing the December 2018 maturity of the notes, deleveraging its balance sheet and reducing interest costs.
The exchange offer requires tenders and consents for at least 90% of the outstanding notes, the closing of a private placement of $225 million of new common shares and some amendments to the company's revolving credit facility.
The bookbuilding period for the private placement was set to end at 2 a.m. ET on Nov. 23.
In November, the company extended the maturity of its revolver to Sept. 18, 2020, and the commitments will be reduced to $500 million from $400 million. On Sept. 18, 2018, the commitments will be further reduced to $350 million.
The lead dealer managers are Arctic Securities AS (+47 21 01 31 00, 212 597-5555 or arctic.credit.sales@arctic.com), Barclays Bank plc (+44 20 3134 8515, 212 528-7581, 800 438-3242 or liability.management@barclays.com) and J.P. Morgan Securities LLC (+44 20 7134 2468, 866 834-4666 or emea_lm@jpmorgan.com). The co-managers are ABN Amro Securities (USA) LLC, DNB Markets, Nordea Bank Danmark AS and Royal Bank of Scotland plc.
The information agent is Lucid Issuer Services Ltd. (+44 20 7704 0880 or pgs@lucid-is.com).
Petroleum Geo-Services is a marine seismic survey and data processing company based in Oslo.
New notes
| Issuer: | Petroleum Geo-Services ASA
|
| Issue: | Senior notes
|
| Amount: | $211,999,000
|
| Maturity: | 2020
|
| Coupon: | 7 3/8%
|
| Call option: | At 103.688 beginning Dec. 15, 2017, then at 101.844 on Dec. 15, 2018 and at par on Dec. 15, 2019
|
| Settlement date: | Dec. 23
|
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