Trinidad Petroleum offers to exchange 2019, 2022 notes for 2026 notes

By Wendy Van Sickle

Columbus, Ohio, April 15 – Trinidad Petroleum Holdings is offering to exchange two series of notes for a new series of notes and, in the case of one of the existing note series, cash if the maximum new note amount is exceeded, according to a news release.

The company is offering new 9¾% senior secured notes due 2026 for its existing $850 million 9¾% due 2019 and its $218.75 million of notes due 2022.

The total consideration for each $1,000 of existing 9¾% notes will be $1,000, up to a total of $425 million of which will be paid in new notes. If the new notes cap is exceeded, the consideration will be paid in a combination of cash and new notes based on how many total tenders for exchange from the series were received. The company said it may increase the new notes cap up to $600 million.

The total consideration for the 2022 notes will be $1,000 in new notes to the extent that a holder tenders a corresponding principal amount of 2019 notes or $980 otherwise.

In each case, the total consideration includes a $50 early tender premium for notes tendered for exchange by the early deadline of 5 p.m. ET on April 26.

Holders will receive accrued interest in cash.

The issuer is also soliciting consents from the holders of each series of existing notes to some proposed amendments to the note indentures to eliminate substantially all of the restrictive covenants, certain events of default and release of guarantees upon the sale of certain subsidiaries.

Consummation of the exchange offers is conditioned upon the tender of at least $200 million of the 2019 notes.

In addition, the 2019 notes offer is conditioned upon the receipt by the issuer of proceeds from the proposed term loan facility in an amount that is sufficient to effect the repurchase of the 2019 notes tendered in excess of the new notes cap plus an amount that is sufficient to repay at maturity any 2019 notes that remain outstanding after the exchange offers.

The consummation of the 2022 notes offer is conditioned upon the successful completion of the 2019 notes offer.

The offers will expire at 11:59 p.m. ET on May 10.

Delivery of consents to the proposed amendments by holders of at least a majority of the aggregate principal amount of a given series of the existing notes is required for the adoption of the proposed amendments for that series.

The exchange offers are not conditioned upon the receipt of the requisite consents.

The new notes will be issued under Rule 144A and Regulation S.

D.F. King & Co., Inc. (212 269-5550, 800 581-3783 or ttph@dfking.com) is the information agent for the exchange offers.

The issuer is an integrated national oil and gas company in Trinidad and Tobago, established as part of the reorganization of Petroleum Co. of Trinidad and Tobago Ltd.

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