Kazakhstan’s KazMunayGas tenders for 6% notes, seeks consents to amend four others

By Susanna Moon

Chicago, Feb. 27 – KazMunayGas said it is soliciting consents to amend four series of notes as well as tendering for its $30,112,000 of outstanding $1 billion 6% notes due 2044.

The issuer is also asking for consents to amend the 2044 notes to provide for mandatory early redemption of the notes on April 4 at the tender offer price plus accrued interest, according to a company announcement.

The total purchase price will be $1,020 for each $1,000 principal amount of notes tendered by the early deadline of 11:59 p.m. ET on March 12.

The total amount includes an early tender premium of $20 per $1,000 principal amount. The early consent fee is also $20 per $1,000 principal amount.

Holders will also receive accrued interest.

The tender offer and consent solicitation will run until 6 a.m. ET on March 27.

The tender is conditional upon the noteholder concurrently submitting a vote to approve the extraordinary resolution consenting to the proposed changes.

However, holders may receive the early consent fee without tendering the notes by giving their consents to the proposal before the early participation deadline. The early consent fee will only be paid if the resolution is approved at the meeting set for March 29 in London. Noteholders who consent to the proposal without tendering their notes after the early deadline will not receive the early consent fee.

KazMunayGas is also soliciting consents for the following notes:

• $500 million 3 7/8% notes due 2022;

• $406,564,000 of outstanding $1 billion 4.4% notes due 2023;

• $1 billion 4¾% notes due 2027; and

• $1.25 billion 5¾% notes due 2047.

The meeting will be held on March 29.

The early consent fee will be a fixed fee to be split among holders who submit voting instructions by 5 p.m. ET on March 12. The aggregate early consent fee will be $2.4 million for the 2022 notes, $1.95 million for the 2023 notes, $8 million for the 2027 notes and $18 million for the 2047 notes.

If 100% of holders consent, the indicative early consent fee would be $4.80 per $1,000 of the 3 7/8% notes, $4.80 per $1,000 of the 4.4% notes, $8.00 per $1,000 of the 4¾% notes and $14.40 per $1,000 of the 5¾% notes.

The issuer is looking to align the terms of the four series of notes with those of the 2018 notes, which are its $500 million 4¾% notes due 2025, $1.25 billion 5 3/8% notes due 2030 and $1.5 billion 6 3/8% notes due 2048, according to the notice.

The reason for the 2044 offer “is to contribute to the deleveraging strategy that the issuer has implemented and to repurchase and/or redeem the notes in whole given the illiquid nature of the negligible principal amount of the 2044 notes left outstanding,” the release said.

The conditions include all four extraordinary resolutions being duly passed at the meetings and the 2044 offer being completed, the release added.

The dealer managers and solicitation agents are ING Bank NV, London Branch (+31 20 563 2132 or liability.management@ing.com), J.P. Morgan Securities plc (+44 20 7134 2468 or em_europe_lm@jpmorgan.com) and MUFG Securities EMEA plc (+ 44 20 7577 4048 or DCM-LM@int.sc.mufg.jp).

The tender and tabulation agent is Lucid Issuer Services Ltd. (fax +44 20 3004 1590, +44 20 7704 0880, kmg@lucid-is.com and https://portal.lucid-is.com).

KazMunayGas is an Astana, Kazakhstan-based state-owned oil and gas company.

© 2015 Prospect News.
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