Guara Norte gains consents to amend 5.198% notes due 2034

By Mary-Katherine Stinson

Lexington, Ky., May 22 – Guara Norte Sarl announced it received consents from holders of more than 50% of the aggregate principal amount of notes outstanding, not including any notes that are owned by the company or its affiliates, to amend its 5.198% senior secured notes due 2034, according to a notice.

The original principal amount was $278,444,000 for the Rule 144A notes (Cusip: 400666AA1) and $571,556,000 for the Regulation S notes (Cusip: L4R02QAA8). The notes were subject to principal amortization with a scaling factor of 91.057% as of May 12, resulting in a total outstanding amount of $773,984,500.

The consent solicitation expired at 5 p.m. ET on May 19.

The issuer will make payment of the consent fee of $2.00 per $1,000 principal amount, which will be multiplied by the scaling factor, within five business days of the expiration of the offer.

Consents could be revoked prior to the expiration time.

Proposal details

The company gained approval to amend the following:

• The indenture dated Feb. 11, 2021 with Citibank, NA as trustee (i) permitting the company to amend the charter agreement, services agreement or charter guarantees to let it replace the charter agreement of BG Energy Holdings Ltd. with a charter guarantee from Shell Brazil Holding BV and (ii) allowing the company to make non-material amendments to the charter agreement without obtaining the reaffirmation from the charter guarantors;

• The New York accounts agreement (i) specifying that amounts of any charter agreement bonuses transferred from the bonus reserve account into the revenue collection account will not be transferred back to the bonus reserve account and (ii) permitting the company to withdraw from time to time on specified dates all amounts on deposit in the bonus reserve account and transfer those amounts to the revenue collection account on specified dates; and

• The security assignment permitting the release and replacement of the security interest created under it in respect of BG Energy Holdings Ltd.’s charter guarantee with a security interest provided by Shell Brazil Holding BV.

In order to effect the amendments, the company will enter into a first supplemental indenture with respect to the indenture with Citibank, NA as trustee and collateral agent, a first amendment to the New York accounts agreement with Citibank, NA as accounts bank, collateral agent and indenture trustee and a deed of amendment to the security assignment with Guara Norte Holding Ltd. as the manager, Guara Norte Operacoes Maritimas Ltda. as the O&M contractor and Citibank, NA as the collateral agent.

MUFG Securities Americas Inc. (212 405-7481 or 877 744-4532) is the solicitation agent.

The information and tabulation agent is Ipreo LLC (888 593-9546 or 212 849-3880 for banks and brokers; Ipreo- consentSolicitation@ihsmarkit.com).

Guara Norte provides onshore oilfield services. The issuer is based in Luxembourg.

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