PTTEP announces final results of tender offers, consent solicitation

Chicago, June 12 – PTTEP Canada International Finance Ltd. and PTTEP Treasury Center Co. Ltd. announced the final results of the tender offers for series of notes issued by each entity and the results of a consent solicitation relating to a series of notes from PTTEP Canada, according to announcements related to the liability management transaction.

The offers started May 11.

Both notes are guaranteed by PTT Exploration and Production pcl.

Canada

PTTEP Canada was conducting a tender offer for up to $125 million of its $490 million outstanding 6.35% senior notes due 2042 (Cusips: C75088AC5, 74442AAC2) for a tender consideration of $1,058.50 per note, originally inclusive of a $30 early tender consideration for noteholders who tendered by the early deadline. The full consideration was extended to the end of the offer at the early deadline, though.

The offer included a consent solicitation, with a fee of $1.00 per $1,000 note payable to noteholders who consented before the early deadline as participants in the stand-alone consent solicitation.

There was no consent fee payable after the early deadline.

There was a minimum tender condition for the series of $50 million. However, that was amended and waived at the early deadline.

The issuer was soliciting consents concurrently with the tender offer to amend the covenant not to merge, consolidate, sell or convey property except under certain conditions.

Tendering noteholders were deemed to have consented to the amendment. However, as a stand-alone consent solicitation, noteholders could consent without tendering their notes.

At the early deadline, holders consented for $444,651,000 of the notes, including the tendered notes.

Noteholders tendered $31,894,000 of the notes by the early deadline. The tendered amount was unchanged when the offer expired and all notes were accepted for purchase.

The company is paying $33,771,050.50 to settle the tender offer, including the tender consideration and interest.

Consenting noteholders are being paid an aggregate of $412,757.

Treasury

PTTEP Treasury was conducting a tender for its $650 million outstanding 3.903% senior notes due 2059 (Cusips: Y7150MAE7, 69371MAD9) for a tender consideration of $754 per $1,000 note. The consideration originally included a $30 early tender fee only paid to early tendering noteholders before the early deadline, but the full consideration was extended to the end of the offer.

The offer was capped at $35 million, but the cap was increased to $50 million.

Noteholders tendered $78,207,000 of the notes due 2059 by the early deadline.

By the final deadline, noteholders tendered $83,707,000 of the notes from this issue and the company applied a scaling factor of 56.296% to accept those notes.

The company is paying a total of $37,743,366.69 for the tendered notes.

Details

Tender offers were subject to proration, but at the early deadline any acceptance priority was eliminated.

The company stated that it had planned to try and accept the 2024 notes and the 2059 notes applying a 3.6x ratio to the acceptance amounts, but eliminated that plan when the second series had more tenders than the first.

The early deadline was 5 p.m. ET on May 24.

The offers and consent solicitation expired at 5 p.m. ET on June 9.

Settlement is planned for June 14.

After settlement, there will be $458,106,000 of the 2042 notes outstanding and $600 million of the 2059 notes outstanding.

Citigroup Global Markets Inc. is the dealer manager (212 723-6106, +44 20 7986 8969, +852 2501 2692, Canopus.AP.2023@citi.com).

Morrow Sodali Ltd. is the information and tender agent (+852 2319 4130, +44 20 4513 6933, 203 609-4910, pttep@investor.morrowsodali.com, https://projects.morrowsodali.com/pttep).

The petroleum exploration and production company is based in Bangkok.

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