Wintershall seeks holder votes to replace guarantor under two notes

By Marisa Wong

Los Angeles, Feb. 1 – Wintershall Dea Finance 2 BV is soliciting consents of holders of notes from two series and announced separate votes without a meeting relating to each series of notes, according to a notice.

The solicitation relates to the issuer’s

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

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

Each voting procedure aims 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, will result in noteholders having a more solvent guarantor, according to the 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.

The issuer is 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.

Details

Holders must register to vote by 6 p.m. ET on Feb. 16. The voting period will run from 6 p.m. ET on Feb. 18 until 6 p.m. ET on Feb. 21.

The voting procedures will be conducted on identical terms, but each voting for a series of notes is considered a separate procedure.

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

In order to have a quorum, holders representing at least 50% of the aggregate outstanding principal amount of the relevant series must participate.

Harbour Energy is offering holders who deliver 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.

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) is the tabulation agent.

Questions regarding the voting procedures 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 issuer is a Dutch subsidiary.

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