Naftogaz’s Kondor gives consent solicitation results for three notes

Chicago, Sept. 6 – NJSC Naftogaz of Ukraine subsidiary Kondor Finance plc announced the results of its consent solicitation for three notes.

The notes that are part of the solicitation were the:

• $335 million 7 3/8% loan participation notes due 2022 (ISIN: XS2027393938);

• €600 million 7 1/8% loan participation notes due 2024 (ISIN: XS2027394233); and

• $500 million 7 5/8% loan participation notes due 2026 (ISINs: XS2077601610, US50050MAB19).

Kondor is the issuer and Naftogaz is the borrower on the notes.

Of the three notes, the consent solicitation was successful only for the 2024 notes. For the 2024 notes, at an adjourned meeting, the quorum represented 56.61% of the notes, and 77.24% of the votes cast were in favor.

For the other two notes, the company managed to hold quorate meetings, but the proposals were not approved. For the 2022 notes, at the initially scheduled meeting, the quorum represented 84% of the notes and 22% of those present voted for the proposals. For the 2024 notes, holders representing 54.24% of the notes were present at an adjourned meeting and 43.13% voted in favor of the proposals.

Background

The borrower informed the issuer on July 4 that it was evaluating its liquidity and operating requirements in line with supporting Ukraine’s strategic priorities, including with a view to preserving available cash.

Naftogaz has been asked by the cabinet of ministers of Ukraine to ensure the availability of natural gas in storage facilities by Oct. 1, 2022 in an amount sufficient to meet the needs of household consumers and heat supply companies for the stable passage of the autumn-winter period of 2022/2023. The borrower therefore needs to purchase and import approximately $7.8 billion worth of natural gas. Additionally, Naftogaz has to provide the natural gas to consumers at set prices, sometimes lower than market rates.

Noteholders were being asked to approve an extraordinary resolution that would defer payment and/or interest on the three notes until 2024, waive any potential event of default or event of default and waive compliance with certain covenants in the issuer’s loan agreements until 2024.

Specifically for the 2022 notes, a principal payment and semiannual interest payments would have been deferred to July 19, 2024 and the maturity date would have been extended by two years.

For the 2024 notes, annual interest payments will be deferred to July 19, 2024.

For the 2026 notes, semiannual interest payments would have been pushed until Nov. 8, 2024.

Any events of default or a relevant event will be/would have been waived as a result of the deferral of payments.

There was no consent payment in connection with the proposal.

The voting deadline was 11 a.m. ET on July 21, also the record date.

Meetings were first held at 5 a.m. ET on July 26. The second meeting was held on Aug. 31.

A quorum at the first meeting was considered as at least two-thirds of the aggregate principal amount of notes. And, then votes in favor must come from a majority of at least 75% of votes cast.

The offer agent is Citigroup Global Markets Ltd. (liabilitymanagement.europe@citi.com).

The tabulation and information agent is Citibank, NA, London Branch (+44 20 7508 3867, citiexchanges@citi.com).

Naftogaz, an oil and gas company, is based in Kiev. Kondor Finance is based in the United Kingdom.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.