Wintershall gains approval to replace guarantor under five notes

By Mary-Katherine Stinson

Lexington, Ky., Feb. 22 – Wintershall Dea Finance 2 BV and Wintershall Dea Finance BV announced the results of separate votes without a meeting, according to multiple notices.

The issuers announced that holders of more than 50% of the total nominal amount of each outstanding note series participated in the votings, resulting in a quorum, and the proposed amendments were adopted.

For each series, adoption of the amendments required the consents of at least 75% of the votes cast for that series.

As previously reported, Wintershall Dea Finance 2 was soliciting consents to amend its

• €650 million undated subordinated resettable 2.4985% notes (ISIN XS2286041517); and

• €850 million undated subordinated resettable 3% notes (ISIN XS2286041947).

Wintershall Dea Finance BV had published a similar notice to holders of its

• €1 billion 0.84% notes due 2025 (ISIN XS2054209833);

• €1 billion 1.332% notes due 2028 (ISIN XS2054210252); and

• €1 billion 1.823% notes due 2031 (ISIN XS2055079904).

Each voting procedure aimed to substitute the current guarantor of the notes, Wintershall Dea AG, with Harbour Energy plc. The current guarantor is a stock corporation under the laws of Germany, and the new guarantor is a public limited liability company registered in Scotland.

The exchange of guarantee, which relates to a business combination agreement, would result in noteholders having a more solvent guarantor, according to the previous notice.

Under the business combination agreement, which is expected to close in the fourth quarter of 2024, shareholders of Wintershall Dea AG will sell substantially all of Wintershall Dea’s upstream assets for $11.2 billion to Harbour Energy.

Each issuer was also seeking to amend the change-of-control clause under each series of notes to reflect that the new guarantor is a publicly listed company, along with some other technical changes.

Holders were required to register to vote by 6 p.m. ET on Feb. 16. The voting period ran from 6 p.m. ET on Feb. 18 until 6 p.m. ET on Feb. 21.

The voting procedures were conducted on identical terms, but each voting for a series of notes was considered a separate procedure.

Harbour Energy offered holders who delivered a vote (yes, no or abstention) during the voting period a resolution fee of €250 per €100,000 principal amount if and once the proposed amendments are effective.

Each noteholder who participated in the votings may object to the results within two weeks after the publication of this announcement in the Federal Gazette (Bundesanzeiger), which is expected to take place on or about Feb. 26. The objection must be delivered in writing to the scrutineer.

The issuers intend to make a public announcement once the resolution becomes effective and pay the resolution fee within five days of the effective date.

Payment of the resolution fee is subject to some conditions.

Barclays Bank plc (+44 20 3134 8515; eu.lm@barclays.com) and J.P. Morgan Securities plc (+44 20 7134 2468; liability_management_EMEA@jpmorgan.com) are the solicitation agents.

The tabulation agent is Kroll Issuer Services Ltd. (+44 20 7704 0880; attn.: Arlind Bytyqi / Jacek Kusion; harbourenergy@is.kroll.com; https://deals.is.kroll.com/ harbourenergy).

Questions or objections may be directed to the scrutineer Christiane Muehe (+49 69 7079 685 – 55; christiane.muehe@fm-notare.com.

Wintershall Dea is an oil and natural gas producer based in Kassel, Germany. The issuers are Dutch subsidiaries.

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