Highclere Holdings bondholders consent to sale of vessel

By Angela McDaniels

Tacoma, Wash., May 6 – Highclere Holdings Ltd. received bondholder approval to sell its vessel, according to a notice from trustee Nordic Trustee ASA.

The holders of the company’s senior secured callable bonds, issue 2013/2015, voted at a meeting on May 6. There were enough bondholders present to form a quorum, and the proposed resolution obtained 100% of the votes.

Although a sale of the vessel was approved by 100% of bondholders present 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.

Since then, discussions between the issuer and the purchaser have continued.

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.

Later, the bondholder meeting was pushed back from April 16, and the anticipated closing date was changed to May 18.

According to an 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 bondholder meeting.

Liquidation after transaction

The bonds are secured by a mortgage over the vessel. In order for the vessel sale to take place, the mortgage over the vessel must 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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