Highclere sets another holder meeting, still needs OK for vessel sale

By Susanna Moon

Chicago, April 28 – Highclere Holdings Ltd. said it set another meeting for holders of its senior secured callable bond issue 2013/2015, this time set for May 6.

The company is still seeking holder approval for a vessel sale, now priced at $6.2 million and the closing date set for May 18, according to a notice from trustee Nordic Trustee ASA.

Highclere said on April 14 that it canceled the noteholders meeting scheduled for April 16.

The sale of the vessel was approved by 100% of bondholders at a meeting in December, the purchaser did not complete the $12 million sale despite paying a $1.2 million deposit and a $400,000 fee for delaying the sale date, as previously noted.

Since then, the issuer and the purchaser have continued with discussions. On April 9, the company said that the two parties intended to enter into a second memorandum agreement and that under the new terms, the vessel would be sold for $6.2 million with an April 17 closing date. That date has been delayed again.

According to the April 9 notice, a group holding more than two-thirds of the outstanding bonds and 75% of the company’s issued shares agreed to vote in favor of the proposal at the bondholders’ meeting.

Liquidation after transaction

As announced on Nov. 27, Highclere sought approval of a vessel sale from the holders of the bonds, which are secured by a mortgage over the vessel. In order for the vessel sale to take place, the mortgage over the vessel will need to be released upon closing of the sale, according to a previous notice.

The company noted that the vessel being sold is the only asset of the Highclere group and that once the sale goes through, there are no other sources of recovery under the bonds.

The company plans to distribute proceeds from the vessel sale and any remaining funds available, less a $50,000 holdback, through a partial repayment of the outstanding bonds.

As soon as possible after the partial repayment, the company intends to be voluntarily liquidated (on a solvent basis) in the Cayman Islands. Bondholders will need to release any outstanding bond claim they may have against the company following the partial repayment, the previous notice said.

The total principal amount of bonds issued as of April 9 was $36,395,333. Highclere issued an initial $20 million of the bonds on Feb. 25, 2013, an additional $8.25 million of the bonds on July 25, 2013 and another $8,145,333 on Dec. 2, 2013.

Under the bond agreement, the company may issue $17,604,667 of additional bonds.

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