Windsor Petroleum amends, extends consent solicitation for 7.84% notes

By Angela McDaniels

Tacoma, Wash., Nov. 4 - Windsor Petroleum Transport Corp. amended the consent solicitation for its 7.84% term secured notes due 2021 and extended it to 5 p.m. ET on Nov. 10 from Nov. 4, according to a company news release.

The company is seeking noteholder approval to sell the four very large crude carrier vessels that are part of the collateral for the notes, to release them as collateral and to amend or terminate some related collateral and management agreements.

Windsor is offering a consent fee of $1 per $1,000 principal amount of its notes.

The company said that based on discussions with some noteholders, the consent solicitation has been amended to omit the following proposals:

• The proposal to add the notes to the list of permitted investments in which amounts on deposit in the trust accounts established under to the indenture may be invested; and

• The proposal to reduce the mandatory notice provision to be provided in connection with redemptions of the notes to at least five days from 30 to 60 days as currently provided for in the indenture.

The consent solicitation was also amended to provide that each all-cash offer received for the purchase of a vessel must be certified by an independent ship broker to be comparable to market value at the time of the bid and to clarify that if a vessel is sold, only the vessel will be released to the purchaser of the vessel.

Windsor said it is soliciting consents because its efforts to enter into a replacement charter for the m.t. British Pioneer have failed due to current conditions in the charter market for very large crude carrier vessels. The manager has determined that no acceptable replacement charter is expected to be available after the expiration of the British Pioneer's charter on Jan. 2.

The proposal will also approve the sale in future years, if necessary, of the m.t. British Purpose, m.t. British Progress and m.t. British Pride and the release of each of these as collateral.

Although the current charters for the three vessels will not end until at least February 2012, July 2012, and July 2012, respectively, Windsor is seeking to pre-approve the sale and to amend the indenture in order to avoid incurring the additional expense of seeking further bondholder consent.

As part of the proposal, the management agreement for the British Pioneer will be amended to provide the trustee under the indenture and Frontline Ltd., the manager of the British Pioneer, additional flexibility for getting an adequate bid for the sale of the vessel and to permit the manager to charter the British Pioneer in the spot charter market, if required, after the charter termination and prior to the sale and delivery of the British Pioneer.

Corresponding amendments to the management agreements for the other collateral vessels will also be made.

Jefferies & Co., Inc. (877 877-0696 or 212 284-2435) is the solicitation agent. D.F. King & Co., Inc. (800 967-4612 or, for banks and brokers, 212 269-5550) is the information agent.

The issuer is a Hamilton, Bermuda-based special-purpose entity formed to finance the construction of four very large crude carrier vessels under long-term time charter to BP Shipping.

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