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Pengrowth begins change-of-control tender offers for NAL convertibles
By Angela McDaniels
Tacoma, Wash., June 1 - Pengrowth Energy Corp. began change-of-control tender offers for NAL Energy Corp.'s 6.75% convertible extendible subordinated debentures due Aug. 31, 2012, 6.25% series A convertible extendible subordinated debentures due Dec. 31, 2014 and 6.25% series B convertible extendible subordinated debentures due March 31, 2017, according to a 6-K filing with the Securities and Exchange Commission.
The company is offering 101% of par for the 6.75% convertibles and the series A convertibles and par for the series B convertibles. Holders will also receive accrued interest up to but excluding the purchase date.
The offers will expire at 2 p.m. ET on June 22.
All convertibles purchased in the offers will be canceled.
If 90% or more of a series of convertibles are tendered, Pengrowth has the right to redeem the convertibles that were not tendered at the same price paid in the tender offer within 10 days of the expiration of the tender offer.
A change of control occurred on May 31 when all of the common shares of NAL Energy were exchanged for common shares of Pengrowth. NAL Energy shareholders received 0.86 of a Pengrowth share for each NAL Energy share held.
Pengrowth assumed all of the covenants and obligations of NAL Energy under the indentures governing the convertibles.
The notes are now convertible into Pengrowth shares instead of NAL Energy shares.
The conversion price is C$16.2791 for the 6.75% convertibles, C$19.186 for the series A convertibles and C$11.5116 for the series B convertibles. Pengrowth's stock closed at C$7.15 (Toronto: PGF) on June 1.
The depositary for the tender offers is Computershare Investor Services Inc. (800 564-6253).
Pengrowth and NAL Energy are Calgary, Alta.-based producers of oil and natural gas.
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