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Published on 10/24/2022 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

Mime Petroleum seeks consent to amend 10¼% secured bonds

By Mary-Katherine Stinson

Lexington, Ky., Oct. 24 – Mime Petroleum AS has summoned a written resolution to amend the terms of its $300 million 10¼% senior secured callable bonds 2021/2026 (ISIN: NO0011142036), according to a press release.

Mime is asking bondholders to grant it a temporary call option to fully redeem the bonds at 105.125 of the nominal amount plus accrued interest.

The company will be entitled to fully redeem the bonds from and including the effective date to June 30, 2023, the new call option long-stop date.

As compensation in return the company proposes to increase the put option price to 103 from 101 in the event of a sale resulting from the strategic review process prior to the new put option long-stop date.

The effective date is stipulated to be the date the bondholders’ approved the proposal by way of a written resolution and an agreement is entered into for the sale of the Balder Ringhorne Licences, the issuer or any other transaction or corporate action including share capital increases, mergers or similar which will result in a change-of-control event.

The voting period ends at 10 a.m. ET on Nov. 8.

Bondholders must submit a completed and signed voting form together with proof of ownership by scanned email to mail@nordictrustee.com.

Bondholders representing at least two-thirds of the total number of voting bonds must vote in favor or a quorum representing at least 50% of the total number of voting bonds must submit a timely response to the summons and the votes cast in favor of the resolution represent at least a two-thirds majority of the voting bonds that responded in order for the proposed resolution to pass.

Nordic Trustee AS is the trustee.

Pareto Securities AS (+47 2287 8748, petters@paretosec.com, +47 2413 2133, christian.ramm@paretosec.com) is the financial adviser with respect to the proposal.

The company stated it identified the need for the change through its strategic review process. It was determined that potential buyers of the company can face different cost exposure to the bonds depending on how the transaction is structured. Potential buyers with no, or limited, exposure to petroleum activities on the Norwegian continental shelf would be able to acquire or merge with the issuer and only trigger a change-of-control event with a consequent put option at 101. However, buyers with exposure to petroleum activities on the Norwegian continental shelf may first be exposed to the change-of-control event and later be forced through a mandatory prepayment event to call the bonds in full at the prevailing call price resulting in significantly higher uncertainty and cost than buyers with no such exposure.

Mime Petroleum is an Oslo-based hydrocarbon development and production company.


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