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Published on 10/14/2021 in the Prospect News Canadian Bonds Daily, Prospect News Distressed Debt Daily, Prospect News High Yield Daily and Prospect News Liability Management Daily.

Vesta Energy offers to swap new 10% notes for old 8 1/8% notes

Chicago, Oct. 14 – Vesta Energy Corp. is offering to exchange new 10% second-lien senior secured step-up notes due Oct. 15, 2026 for existing 8 1/8% senior notes due July 24, 2023 in congruence with a consent solicitation, according to a press release.

Vesta is offering a like amount of notes for the exchange for noteholders who tender by the early deadline at 5 p.m. ET on Oct. 27. Noteholders who tender after the early deadline will receive C$950 per C$1,000 note.

Interest would be paid on the existing notes to the settlement date of the offer.

The initial coupon on the new notes would be 10%, would step up to 11% starting Oct. 15, 2023 and then move up to 12% starting Oct. 15, 2024.

The maturity date could be Oct. 15, 2025 if an extension event, as defined in the exchange offer and consent solicitation statement, has not occurred by Dec. 31, 2022.

Olympia Trust Co. will be the trustee and collateral agent.

The new notes will be guaranteed on a senior secured basis by Vesta Energy Ltd., a wholly-owned subsidiary of the issuer.

Additionally, the new notes will be secured by a second-priority security interest in all assets and properties of Vesta and the guarantor.

The exchange offer is open to Rule 144A and Regulation S investors. A letter certifying eligibility should be submitted to Computershare Investor Services Inc.

For the consent solicitation, Vesta is soliciting consents to amend the existing indenture for the existing notes in order to remove certain covenants and events of default contained in the indenture. Noteholders representing a majority of the notes need to consent to the changes.

Tendering noteholders must consent and vice versa.

The early deadline is the withdrawal deadline.

The exchange offer and consent solicitation expire at 7 p.m. ET on Nov. 12.

The offer is conditioned upon at least half of the notes being exchanged. It is also conditional on an extension of Vesta’s senior secured revolving syndicated credit facilities to May 1, 2023 or later.

Noteholders representing C$97.5 million, or 48.75% of the notes, have indicated they will participate in the exchange offer by the early deadline.

RBC Dominion Securities Inc. is the dealer manager (416 842-6311, 877 381-2099, liability.management@rbccm.com).

Computershare Investor Services is the exchange agent for the offer and the consent solicitation (800 564-6253, 514 982-7555, corporateactions@computershare.com).

Vesta is a Calgary, Alta.-based privately held exploration and production company focused on the exploration, development and production of light oil-weighted properties in the Western Canadian Sedimentary Basin.


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