Alliance Oil extends consent dates for 7% notes; meeting to be virtual

By Wendy Van Sickle

Columbus, Ohio, April 21 – Russia’s Alliance Oil Co. Ltd. extended some deadlines in its cash tender offer for up to $100 million of its $500 million 7% guaranteed notes due 2020 (ISINs: XS0925043100, US018760AB41), according to an announcement.

The early consent deadline, the final consent deadline and the withdrawal deadline are being extended to 10 a.m. ET on April 24.

The record date for the purposes of voting instructions will change to 5 p.m. ET April 23, and the announcement of whether the maximum tender amount has been reached will be made on April 24.

The issuer has also decided to pay on the settlement date the same consent fee in the amount of $12.50 per $1,000 principal amount of the notes in relation to which the relevant consents have been validly delivered to noteholders whose consents remain validly delivered at the consent deadline and to noteholders who attend and vote at the meeting in favor of the extraordinary resolution, in each case subject to the extraordinary resolution being duly passed and satisfaction or waiver of the financing condition.

The tender consideration for noteholders who validly tender their notes at or prior to the consent deadline or the late tender instruction after the consent deadline and at or prior to the expiration date and do not validly withdraw or revoke such notes will be $1,000 per $1,000 principal amount accepted for purchase.

Additionally, the issuer announced that the noteholders’ meeting will be held by way of teleconference because of the Covid-19 pandemic.

The company launched the tender offer and consent solicitation for holders to approve by extraordinary resolution some modifications to the terms and conditions of the notes, including extending the maturity date, on April 3.

Noteholders who tender their notes will be deemed to have delivered consents in favor of the extraordinary resolution. A noteholder may participate either in the tender offer (by which it will be deemed to have delivered its consent) or the consent solicitation, but not in both at the same time.

Noteholders who do not participate in the tender offer or consent bid, but choose to tender their notes after the final consent deadline but at or prior to the expiration deadline, midnight ET on May 1, will be eligible to receive the tender consideration only, and their tender instructions will be deemed to be tender instructions only.

The tender offer is subject to the extraordinary resolution being passed and obtaining necessary financing.

Settlement is expected for May 5.

Alliance Oil said the current economic conditions led it to consider proactively managing its liquidity position by extending the maturity profile of its debt. The issuer is in negotiations with its creditors regarding the maturity extensions of its financial obligations and is requesting noteholders to consider and consent to the proposal to extend the maturity of the notes.

The extension will enable the issuer to preserve liquidity and take necessary measures to address the negative impact of current unfavorable market conditions and maintain its operations, Alliance said.

Credit Bank of Moscow PJSC is acting as structuring adviser, and Lucid Issuer Services Ltd. (+44 20 7704 0880) is acting as the tender, tabulation and information agent.

Alliance said it is also in discussions with lenders to request a grace period on debt repayment for the financial year 2020 in relation to its other debt as well as to extend the maturity of short-term loans. Alliance said it expects to receive their consents in the near term.

Alliance Oil is a Moscow-based independent oil and gas company with vertically integrated operations in Russia and Kazakhstan.

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