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Published on 2/28/2013 in the Prospect News Liability Management Daily.

Statoil seeks OK to redeem floaters due 2017, 5.25% bonds due 2019

By Toni Weeks

San Luis Obispo, Calif., Feb. 28 - Statoil Fuel & Retail ASA is seeking approval at a bondholders meeting on March 14 in Oslo to fully redeem its remaining NOK 15 million of senior unsecured open floating-rate notes due 2017 and its NOK 13 million of 5.25% senior unsecured open bonds due 2019, according to a notice from trustee Norsk Tillitsmann.

As previously announced, on June 19, 2012, Alimentation Couche-Tard Inc. gained control of more than 50% of the share capital in Statoil, which constituted a change-of-control event. As a consequence, bondholders had the right to put back their bonds for 60 calendar days. The put-option period was further extended by the company until Sept. 25.

At the time, holders put back a total of NOK 1,355,500,000 of bonds, including NOK 976.5 million of the floating-rate notes and NOK 379 million of 5.25% senior unsecured open bonds. The bonds were purchased at par plus accrued interest.

Following the put exercise, the company opted to repurchase another NOK 108.5 million of the floating-rate notes and NOK 8 million of the 5.25% notes.

The remaining outstanding notes represent 1.36% and 3.25%, respectively, of the initial outstanding amount of floating-rate notes and 5.25% notes, the notice said.

Statoil said fully redeeming the bond issues is an attractive solution for bondholders, because of the drop in company ratings after the change of control. When the notes were issued, Statoil Fuel & Retail was a stock-listed company, and the majority of shares were held by Statoil ASA, which is rated AA- by Standard & Poor's. Statoil Fuel & Retail subsequently received a BB+ rating from two independent banks.

After the change of control, the company became a non-listed, wholly owned, indirect subsidiary of Alimentation Couche-Tard, a Canadian company with a BBB- credit rating from Standard & Poor's.

Furthermore, the bonds have limited liquidity due to so few being left outstanding, the company said in the notice. The bonds have not traded on the Oslo Stock Exchange since June 2012, other than the company's repurchases.

For the redemption to be permitted, a quorum of at least one-half of the voting bonds must be represented at the meeting, and bondholders representing at least two-thirds of a bond issue must vote in favor of the resolution.

If the proposal is not adopted for one or both of the bond issues, the bond agreement for such bond issue will remain unchanged.

Further information is available from joint lead managers Nordea (attention Jan-Erik Nilsen at 47 22 48 77 85 or jan.erik.nilsen@nordea.com) or SEB (attention: Erik Alsaker at 47 22 82 72 02 or erik.alsaker@seb.no).

Statoil Fuel & Retail is a fuel and related products retailer based in Oslo.


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