Petroplus and acquirer offering to buy 10½% notes

New York, May 18 - Petroplus International NV and RIVR Acquisition BV said they are offering to repurchase all of Petroplus' outstanding 10½% senior notes due 2010 and will seek the consent of the noteholders for proposed amendments to - or deletions of - certain provisions set out in the trust deed.

Petroplus will repurchase the notes at 101% of the par value, consisting of an offer of 100% of the par value for the notes and a 1% fee payable if the consent is given. Senior noteholders, who will have tendered their notes and have given their consent, will be entitled to a cash amount (including consent fee) of €1,010 per €1,000 in principal amount of senior notes.

The senior notes offer price, including consent premium, implies a premium of 39% on the quoted closing price on the Luxembourg Stock Exchange on May 17 and a premium of 27% on the average quoted closing prices on the Luxembourg Stock Exchange during the three months prior to the announcement.

Netherlands-based oil refinery owner Petroplus, which is being acquired through RIVR Acquisition, which is controlled by funds affiliated with The Carlyle Group, announced the offer for the notes concurrently with their announcement of an equity offer for Petroplus' outstanding shares at a price of €8 per share.

The companies said the rationale for soliciting the consent of the senior notes holders and for the buyback offer is that the current terms and conditions of the trust deed significantly restrict Petroplus' ability to conduct its business, preventing Petroplus from taking advantage of opportunities arising from time to time. As part of the transaction, Petroplus will be able to refinance the senior notes allowing the company to optimize its capital structure.

The senior notes offer will start with a consent solicitation from the bondholders to amend the current covenants of the trust deed.

The making of the intended offers is subject to due diligence, the execution of definitive financing agreements, delivery of consent by holders of a majority of the senior notes, and agreement being reached with and consents being obtained from certain third parties in respect of certain material contracts, and obtaining regulatory and other consents.

The honoring of the equity offer and the senior notes offer will be conditional upon the majority of the outstanding senior notes being tendered, 95% of the outstanding ordinary shares being tendered, and definitive agreement being reached and consents being obtained related to the material contracts referred to above. The honoring of the equity offer will be conditional on the senior notes offer and vice versa.

Petroplus has engaged Fortis Bank to act as its financial adviser and De Brauw Blackstone Westbroek as its legal adviser.

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