Golden State begins consent solicitation to amend 8.04% mortgage notes

By Marisa Wong

Madison, Wis., Dec. 8 - Golden State Petroleum Transport Corp. announced that it has started a consent solicitation to amend the indenture governing its 8.04% first preferred mortgage notes due 2019.

Golden State is seeking to amend or terminate certain related collateral and management agreements and to approve the proposed current or future sale of two very large crude carrier vessels that serve as part of the collateral for the notes.

As previously reported, the company launched a similar consent solicitation to amend the 8.04% notes on Oct. 15. That solicitation expired on Nov. 10, but the company did not receive the necessary consents to amend the notes.

The specific purpose of the current consent solicitation is, among other things:

• To seek approval for the proposed sale of the Antares Voyager, one of the crude carrier vessels that serves as part of the collateral for the notes;

• To provide for the Antares Voyager's release as collateral under the related collateral agreements; and

• To amend and clarify certain other provisions in the indenture and related collateral and management agreements.

The consent solicitation also seeks approval for the sale in 2013, if necessary, of the Phoenix Voyager, the other crude carrier vessel that serves as part of the collateral for the notes, and the Phoenix Voyager's release as collateral under the related collateral agreements in the event of such a sale.

In addition, the management agreement for each vessel will be amended to provide the trustee under the indenture and Frontline Ltd., the manager of the vessels, additional flexibility in the sale of the vessels.

Golden State is soliciting consents because, due to current conditions in the charter market for crude carrier vessels, Frontline's efforts to enter into a replacement charter for the Antares Voyager on the terms required by the indenture have failed.

Frontline has also determined that no acceptable replacement charter is expected to be available after the expiration of the Antares Voyager's current charter on Dec. 7. Although the current charter for the Phoenix Voyager will not terminate until at least March 2013, Golden State is seeking to amend the indenture and related collateral and management agreements for the Phoenix Voyager to avoid incurring the additional expense in the future.

Holders of record at the close of business on Dec. 7 that deliver their consent to the proposed amendments by 5 p.m. ET on Dec. 14 will receive on Feb. 2, or as soon as practicable, a consent fee of $5 per $1,000 principal amount of notes.

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

The Hamilton, Bermuda-based special-purpose company is organized solely for the purpose of issuing as agent for two affiliated entities: Golden State Petro (IOM I-A) plc and Golden State Petro (IOM I-B) plc.

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