Petron offers to buy up to $50 million of 4.6% perpetuals

By Marisa Wong

Los Angeles, Jan. 4 – Philippines’ Petron Corp. is inviting holders of its outstanding $500 million 4.6% senior perpetual capital securities (ISIN: XS1740858540) to tender their securities for purchase for cash, up to an aggregate principal amount of $50 million, according to a company announcement on Wednesday.

The issuer said it reserves the right to modify the maximum acceptance amount.

The purchase price will be determined under a modified Dutch auction procedure. The minimum purchase price will be $927 per $1,000 principal amount. A competitive offer is a tender instruction that specifies a purchase price higher than the minimum price, and a non-competitive offer is a tender instruction that does not specify any purchase price or specifies a purchase price less than or equal to the minimum purchase price.

The issuer said that once it has determined the purchase price, it will accept tender instructions in the following order:

• All non-competitive offers will be accepted first, subject to possible proration if those tenders exceed the maximum acceptance amount, and, if such proration applies, no competitive offers will be accepted;

• All competitive offers that specify offer prices lower than the purchase price will be accepted second; and

• All competitive offers that specify offer prices equal to the purchase price will be accepted third, subject to possible proration in the event that those competitive offers, when aggregated with all tender instructions above and accepted for purchase, result in a principal amount greater than the maximum acceptance amount.

The offer expires at 11 a.m. ET on Jan. 12. Results will be announced on the day after the deadline.

Payment is expected to be made on Jan. 18.

Mizuho Securities Asia Ltd. (attn.: debt capital markets; +852 2685 2023; Liability.Management@hk.mizuho-sc.com) is the dealer manager.

Morrow Sodali Ltd. is the information and tender agent (+44 20 4513 6933, +852 2319 4130, petron@investor.morrowsodali.com, https://projects.morrowsodali.com/petron).

The issuer said it is conducting the tender offer to optimize the cost of capital and capital structure of the company. The offer also provides liquidity to investors at a premium to market price.

Petron is an oil company controlled by conglomerate San Miguel Corp. Both companies are based in Mandaluyong City, Philippines.

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