Petroplus receives consents for 10½% notes

New York, Feb. 2 - Petroplus International NV and RIVR Acquisition BV said they have received the necessary consents to amend the indenture of Petroplus' outstanding 10½% senior notes due 2010.

By the consent deadline of 5 p.m. GMT on Feb. 1, holders of 97% of the notes had tendered and delivered consents.

The receipt of consents follows an increase in the payment on offer announced on Jan. 18.

At the same time, the companies extended the consent deadline to 5 p.m. GMT on Feb. 1 from 5 p.m. GMT on Jan. 18. The expiration date for the tender is now 5 p.m. GMT on Feb. 14.

The amount on offer is now €1,087.50 per €1,000 principal amount of notes, up from €1,040.00 per €1,000 principal amount previously. The total now includes a consent payment of €87.50 per €1,000, up from €40 previously. The consent payment will only be made to holders who tender by the consent deadline.

Petroplus said on Jan. 18 that holders of €192 million or 85% of the notes have given irrevocable undertakings to tender. A majority is needed for the tender to succeed.

Previously Petroplus said less than 50% of the notes had been tendered and consents delivered.

RIVR also said it is increasing the offer for Petroplus' equity to €9.00 per share, a 46% premium to the €6.18 closing price on May 17.

The increase follows a previous increase and extension to the offer.

On Dec. 1, Petroplus International and RIVR announced they are offering to repurchase all of Petroplus' outstanding 10½% senior notes and seeking the consent of noteholders for proposed amendments to the trust deed.

Petroplus and RIVR - the vehicle through which Netherlands-based oil refinery operator Petroplus is being acquired by funds affiliated with The Carlyle Group - set a consent deadline of 5 p.m. GMT on Dec. 14 and said the tender offer would expire at 5 p.m. GMT on Jan. 20, with both deadlines subject to possible acquisition.

Petroplus and RIVR said that making the offer to buy the senior notes constitutes the first step in a process that is expected to also involve an offer to buy all of Petroplus' equity; if the equity offer is carried out, it will have a purchase price of €8 per share.

The making of the equity offer will be contingent upon Petroplus having received consents from the holders of a majority of the 10½% notes, among other conditions.

RIVR said it has now signed binding financial agreements for the financing of the tender offer for the notes and the planned equity tender offer with a consortium of banks consisting of Barclays Bank plc., Fortis Bank, NIBCapital and Rabobank for the senior debt financing and Intermediate Capital Group for the mezzanine financing.

The companies said they are repurchasing the senior notes and soliciting consents because the current terms and conditions of the trust deed significantly restrict Petroplus' ability to conduct its business, preventing it from taking advantage of opportunities arising from time to time.

A number of holders of the senior notes, including Reggeborgh Invest BV and Intermediate Capital Group Ltd., have irrevocably undertaken to give their consents and to tender their notes. They account for €55.8 million, or 24.8% of the total.

Barclays Capital is the dealer manager. The tender agents are The Bank of New York and The Bank of New York (Luxembourg) SA (contact Daniel Wynne at +44 20 7964 6337 or Jackie Geisen at +44 20 7964 7306).

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