Thailand’s PTT Exploration gets needed consents to amend hybrid bonds

By Marisa Wong

Morgantown, W.Va., July 19 – PTT Exploration and Production PCL said the consent condition of its previously announced tender offers and related consent solicitation for its hybrid bonds has been met.

As of 5 p.m. ET on July 11, the consent expiration deadline, holders of $881,263,000 of existing hybrids had delivered their consents, enough to amend the indenture governing the bonds. As a result, the company executed a supplemental indenture on July 17.

The company solicited consents from holders of its existing hybrid bonds to amend the indenture governing the existing hybrids. The company sought to eliminate the restriction on the maximum amount of existing hybrids that the company may purchase prior to the first reset date. Holders could deliver consents by participating in the tender offers or by delivering standalone consents.

The company paid a consent only fee of $0.50 per $1,000 principal amount for standalone consents. Holders who tendered their existing hybrids will not receive a separate consent fee.

The company also announced that the financing condition under its tender offers has been met as of July 17. On Monday the company settled early tenders under its market price tender offer and settled its concurrent new hybrids offering.

On June 23 PTT launched tender offers to purchase for cash any and all of its outstanding $1 billion subordinated perpetual capital securities, or hybrid bonds.

The company is offering to purchase up to $500 million of the existing hybrids under a market price tender offer and any of the existing hybrids under a par-for-par tender offer.

As of 5 p.m. ET on July 11, the early tender deadline, more than $500 million of existing hybrids were tendered in the market price tender offer. The company accepted for purchase $500 million of the tendered hybrids at a scaling factor of 0.6523.

The market price tender offer will remain open until the expiration of the tender offers at 11:59 p.m. ET on July 24, but the company does not expect to accept any more tenders under the market price offer.

As of the early tender deadline, $141,009,000 of the existing hybrids were tendered under the par-for-par offer and accepted for purchase. All tenders, including early tenders, will be settled on the final settlement date, which is expected to be July 26.

Under the market price tender offer, the early tender consideration is $1,028.25 per $1,000 principal amount, and the tender consideration is $1,016.25 per $1,000 principal amount.

Under the par-for-par offer, the early tender consideration is $1,001.50 per $1,000 principal amount, and the tender consideration is par of $1,000.

As previously announced, the tender offer is being made in connection with a Rule 144A offering of new hybrid bonds. Wholly owned subsidiary PTTEP Treasury Center Co. Ltd. is offering subordinated perpetual capital securities with a first reset date in 2022. These new hybrids are guaranteed by PTT.

Holders tendering their notes under the market price tender offer have the option to subscribe for these new hybrids. The new hybrids priced on July 12.

In addition, subsidiary PTTEP Treasury is conducting a concurrent placement of “like-kind hybrids,” which are subordinated perpetual capital securities with terms identical to the existing hybrids, except that the issuer is PTTEP Treasury and the bonds are guaranteed by PTT.

These like-kind hybrids are being sold only to holders that participate in the par-for-par tender offer.

BNP Paribas (+65 6210 03321 in Singapore or +44 20 7595 8668 in London; dl.asia.syndicate@asia.bnpparibas.com or liability.management@bnpparibas.com; attn.: Asia Debt Syndicate), Citigroup Global Markets Inc. (212 723-6106 in New York, +44 20 7986 8969 in London, +852 2501 2552 in Hong Kong; liabilitymanagement.asia@citi.com; attn.: Debt Syndicate Desk) and Merrill Lynch (Singapore) Pte. Ltd. (888 292 0070 in U.S.,+44 20 7996 5420 in London, +65 6678 0000 in Singapore; dg.lm_emea@baml.com; attn.: Debt Capital Markets / Liability Management) are dealer managers for the tender offer and also bookrunners for the new hybrids and coordinating agents for the like-kind hybrids.

D.F. King (+44 20 7920 9700 in London, 212 269-5550 in New York, +852 3953 7230 in Hong Kong; pttep@dfkingltd.com) is information and tender agent.

PTT is a Bangkok-based energy and exploration company that is 65% owned by the government of Thailand.

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