Hellenic Petroleum seeks consents to amend 2% notes due 2024

By Marisa Wong

Los Angeles, Nov. 2 – Hellenic Petroleum Finance plc announced a solicitation of consents from holders of its €599.9 million 2% notes due 2024 (ISIN: XS2060691719) guaranteed by Hellenic Petroleum SA, according to a notice.

The issuer is inviting the holders to approve some amendments to the conditions of the notes and some other documents relating to the notes, including for the accession by a new company as a guarantor of the notes; and to agree that the hive-down used to effect a demerger does not and if effected will not amount to a breach of any of the conditions or amount to a potential event of default or an event of default.

Hellenic Petroleum plans to transfer by way of universal succession the assets, liabilities, rights and legal relationships (the hive-down) of its refining, supply and trading of oil products and petrochemicals business sector (the hive-down sector) to a new company, which will be a wholly owned subsidiary of the Hellenic Petroleum. The new company, which would become guarantor of the notes, is expected to be named Hellenic Petroleum Single-Member SA upon completion of the hive-down.

The issuer is offering a 0.2% consent fee to holders who deliver consent instructions in favor of the proposal by noon ET on Nov. 15.

The consent solicitation expires at noon ET on Nov. 19.

Holders will vote on the extraordinary resolution at a meeting scheduled for 6 a.m. ET on Nov. 24.

The quorum required at the meeting is one or more eligible persons present and holding or representing at least 75% in principal amount of the outstanding notes. If the quorum is not met, the meeting will be adjourned. The quorum at the adjourned meeting would drop down to one or more eligible persons present and holding or representing at least 25% in principal amount of the outstanding notes.

To pass, the extraordinary resolution requires a majority in favor consisting of at least 75% of the votes cast.

Results will be announced as soon as practicable after the meeting. If the extraordinary resolution is approved, a second supplemental trust deed will be executed on Dec. 1.

Payment of the consent fee is also expected to be made on Dec. 1.

The demerger date is expected to be Jan. 3.

The lead solicitation agents are Citigroup Global Markets Ltd. (+44 20 7986 8969, liabilitymanagement.europe@citi.com) and Goldman Sachs Bank Europe SE (+44 20 7774 4041, liabilitymanagement.eu@gs.com).

The other solicitation agents are Alpha Bank SA (dcm@alpha.gr), Credit Suisse International (+44 20 7883 8763, liability.management@credit-suisse.com), Eurobank SA (+30 210 33 37 000, LMG@eurobank.gr), National Bank of Greece SA (+30 210 332 8851, debtcapitalmarkets@nbg.gr), Nomura International plc (+44 20 7103 2454, liability.management@nomura.com), Piraeus Bank SA (

+30 210 32 88 075, +30 210 33 35 985, CustodyCorporateActions@piraeusbank.gr / debt_issuance@piraeusbank.gr).

Lucid Issuer Services Ltd. (+44 20 7704 0880, helpe@lucid-is.com) is the tabulation agent.

Hellenic Petroleum is an Athens-based refiner.

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