(Heritage Petroleum, 27.Apr.2022) — Heritage Petroleum Company Limited, a limited liability company organized under the laws of the Republic of Trinidad and Tobago, commenced a cash tender offer, on the terms and subject to the conditions set forth in the company’s Offer to Purchase and Consent Solicitation Statement dated 27 April 2022, for any and all of the outstanding 9.75% Senior Notes due 2026 issued by Trinidad Petroleum Holdings Limited (TPHL) and guaranteed by the company, Paria Fuel Trading Company Limited and The Guaracara Refining Company Limited.
The company is also soliciting consents to certain proposed amendments to the senior notes indenture governing the notes, the security agreement dated 28 June 2019 among TPHL, the Guarantors, Guaracara and the Collateral and Intercreditor Agent (the “Security Agreement”), and certain Trinidad and Tobago security documents to, among other things, eliminate substantially all of the restrictive covenants and certain events of default, amend the satisfaction and discharge provision of the Indenture, provide a waiver for past defaults by TPHL, release Guaracara as a guarantor under the Indenture, and alter the definition of “Excluded Property” in the Security Agreement and Trinidad and Tobago security documents to include certain unused property that is immaterial to the business of the issuer and the guarantors of the Notes, in each case on the terms and subject to the conditions set forth in the statement.
The statement more fully sets forth the terms of the tender offer and consent solicitation.
The notes and other information relating to the tender offer and consent solicitation are listed in the table below:
Holders who validly tender and do not validly withdraw their notes prior to 5:00 p.m., New York City time, on 10 May 2022 (the “Early Tender and Consent Date”) will be eligible to receive a total consideration of $1,075.63 per $1,000 principal amount of notes tendered and accepted for purchase by the company, which includes an early tender participation payment of $50.00 per $1,000 principal amount of notes (the “Total Consideration”). Holders who validly tender their notes after the Early Tender and Consent Date and at or prior to the Expiration Time (defined below) will be eligible to receive the tender offer consideration of $1,025.63 per $1,000 principal amount of notes tendered and accepted for purchase by the company.
The tender offer is scheduled to expire at 11:59 p.m., New York City time, on 24 May 2022, unless extended or earlier terminated by the company (the “Expiration Time”).
Tendered notes may be withdrawn at any time on or prior to 5:00 p.m., New York City time, on 10 May 2022, unless extended by the company (the “Withdrawal Deadline”). Any tender of the notes prior to the Withdrawal Deadline may be validly withdrawn and consents may be validly revoked at any time prior to the Withdrawal Deadline but not thereafter except to the extent we are required by law to provide withdrawal rights.
Holders may not tender their notes without delivering their consents to the proposed amendments pursuant to the solicitation and may not deliver their consents without tendering their Notes pursuant to the tender offer. The proposed amendments will not become effective, however, until after a majority in aggregate principal amount of the outstanding notes, whose holders have delivered consents to the proposed amendments, have been accepted for payment and we have delivered an officer’s certificate to the trustee certifying that we have paid the early tender consideration as applicable. Receiving such majority in aggregate principal amount of the outstanding notes to effect the proposed amendments is one of the conditions to the tender offer and consent solicitation.
The company has reserved the right to (and expects to) accept for purchase all notes then validly tendered and not validly withdrawn prior to the Early Tender and Consent Date on a date after the Early Tender and Consent Date and prior to the Expiration Time, assuming all conditions to the tender offer and consent solicitation have been satisfied at such time (the “Early Settlement Date”, which would occur on or about, 12 May 2022). On the Early Settlement Date, the Company will also pay accrued and unpaid interest from the last applicable interest payment date for the notes up to, but excluding, the Early Settlement Date on the notes accepted for purchase. The final settlement date for Notes that are validly tendered and not validly withdrawn after the Early Tender and Consent Date and at or prior to the Expiration Date will be promptly after the Expiration Time and is expected to be on or about 26 May 2022, unless the tender offer is extended by the company in its sole discretion. If the tender offer is not consummated, no such payments will be made.
The company’s obligation to accept for purchase and to pay for Notes validly tendered and not withdrawn pursuant to the tender offer and consent solicitation is subject to the satisfaction or waiver, in the company’s discretion, of certain conditions, which are more fully described in the statement, including the pricing and closing of a concurrent bond offering on terms satisfactory to Heritage resulting in net proceeds from (i) a proposed term loan facility and (ii) the issuance of the new notes in an amount of at least US$500mn, in an aggregate amount that is sufficient to (x) fund the aggregate Total Consideration, with respect to the notes validly tendered at or prior to the Early Tender and Consent Date, and the aggregate Tender Offer Consideration, with respect to the Notes validly tendered after the Early Tender and Consent Date and at or prior to the Expiration Time (regardless of the actual amount of notes tendered), (y) repay a certain TPHL legacy term loan that will be refinanced with the term loan facility including the payment of any principal, premiums, accrued and unpaid interest, additional amounts, if any, and (z) pay costs and expenses incurred in connection therewith.
The company has retained Credit Suisse Securities (USA) LLC to serve as the dealer manager and solicitation agent for the tender offer and consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to Credit Suisse Securities (USA) LLC at Attn: Liability Management Group, +1 (800) 820-1653 (toll-free), +1 (212) 538-2147 (phone).
D.F. King & Co., Inc. is acting as the information agent and depositary for the Offer. Any questions regarding procedures for tendering Notes or requests for additional copies of the Statement or other materials should be directed to the Information Agent at: Attn: Andrew Beck, banks and brokers, +1 (212) 269-5550, toll-free, +1 (800) 431-9629 or email: ttph@dfking.com.
None of the company, the dealer manager and solicitation agent or the information agent make any recommendations as to whether holders should tender their Notes and deliver consents pursuant to the tender offer and consent solicitation, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender their Notes and deliver consents, and, if so, the principal amount of Notes to tender.
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