By William Gullotti
Buffalo, N.Y., March 3 – Golden Energy and Resources Ltd. priced a $90 million add-on to its 8½% senior secured notes due May 14, 2026, according to an announcement on Thursday.
The additional notes, which priced at par plus accrued interest from Nov. 14, 2021 to March 9, will be consolidated to form a single series with the initial $285 million issued on May 14, 2021.
As with the initial issue, the notes are guaranteed by Golden Investments (Australia) Pte. Ltd.
They are redeemable prior to May 14, 2024 at par plus a premium and accrued and unpaid interest. After May 14, 2024 they are redeemable at par plus accrued and unpaid interest. They may also be redeemed in whole, but not in part, at any time for taxation reasons at par plus interest.
The notes also have an equity clawback prior to May 14, 2024 for up to 35% of the notes at 108.5 plus accrued and unpaid interest.
Noteholders will be able to exercise a put option at 101 plus interest if a change-of-control event occurs.
There is mandatory redemption if the issuer ceases to own a majority of the capital stock of GEMS or Stanmore or GEMS or Stanmore ceases to be a restricted subsidiary. The issuer will redeem all the outstanding notes before May 14, 2024 at par plus a premium and accrued and unpaid interest. If the mandatory redemption occurs after May 14, 2024, the redemption price will be set as outlined in the indenture plus accrued and unpaid interest.
The proceeds from the additional offering will be contributed to the guarantor, directly or indirectly, to partially fund the BMC acquisition. If the acquisition is not consummated, the issuer will use the proceeds for general corporate purposes.
The additional notes are expected to be listed on the Singapore Exchange.
Golden Energy is a Singapore-based coal miner operating in Indonesia.
| Issuer: | Golden Energy and Resources Ltd.
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| Guarantor: | Golden Investments (Australia) Pte. Ltd.
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| Amount: | $90 million
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| Issue: | Add-on to senior secured notes
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| Maturity: | May 14, 2026
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| Coupon: | 8½%
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| Price: | Par plus accrued interest from Nov. 14, 2021 to March 9
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| Call: | Make-whole call before May 14, 2023, then at par plus interest; at any time for taxation reasons at par plus interest
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| Equity clawback: | For up to 35% at 108.5 before May 14, 2024
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| Change of control: | At 101 plus interest
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| Pricing date: | March 3
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| Settlement date: | March 9
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| Original issue: | $285 million issued on May 14, 2021
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| ISIN: | XS2342227597
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