Media Release
Trinidad Petroleum Holdings Limited Announces the Commencement of Offers to Exchange Any and All of its 9.75% Notes due 2019 and 6.00% Notes due 2022 for New U.S. dollar-denominated 9.75% Senior Secured Notes Due 2026 and, if applicable with respect to the 9.75% Notes due 2019, cash.
Trinidad Petroleum Holdings Limited (“TPHL” or the “Issuer”), a limited liability company organized under the laws of the Republic of Trinidad and Tobago, today announced that it is offering to exchange newly issued 9.75% Senior Secured Notes due 2026 (the “New Notes”) and, if applicable with respect to the 2019 Notes, cash, for any and all of its outstanding 9.75% Notes due 2019 (the “2019 Notes”) (the “2019 Notes Offer”) and 6.00% Notes due 2022 (the “2022 Notes” and together with the 2019 Notes, the “Existing Notes”) (the “2022 Notes Offer” and together with the 2019 Notes Offer, the “Exchange Offers”). The 2022 Notes Offer is conditioned upon the successful completion of the 2019 Notes Offer. The Issuer is also conducting solicitation of consents (the “Consent Solicitations”) of the holders of each series of Existing Notes to certain proposed amendments (the “Proposed Amendments”) to (i) the indenture governing the 2019 Notes (the “2019 Notes Indenture”) and (ii) the indenture governing the 2022 Notes (the “2022 Notes Indenture” and, together, the “Existing Indentures”). The Proposed Amendments would amend the Existing Indentures to eliminate substantially all of the restrictive covenants, certain events of default and release of guarantees upon the sale of certain subsidiaries and other related provisions contained in the Existing Indentures. The Exchange Offers and Consent Solicitations are being conducted upon the terms and subject to the conditions set forth in the offering memorandum dated April 15, 2019 (as it may be amended or supplemented from time to time, the “Offering Memorandum”) and the related letter of transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”).
The Exchange Offers and the Consent Solicitations will expire at 11:59 p.m., New York City Time, on May 10, 2019, unless extended or earlier terminated (such time and date with respect to the Exchange Offers, as the same may be extended, the “Expiration Date”). Holders who validly tender Existing Notes by 5:00 p.m., New York City time, on April 26, 2019, unless extended (such time and date with respect to the Exchange Offers, as the same may be extended, the “Early Tender Deadline”), will receive the Total Consideration described below. Holders who validly tender Existing Notes after the Early Tender Deadline will only receive the Exchange Consideration described below. Tenders of Existing Notes may be withdrawn and Consents may be revoked prior to 5:00 p.m., New York City Time, on April 26, 2019, but not thereafter, subject to limited exceptions, unless such time is extended (such time and date with respect to the Exchange Offers, as the same may be extended, the “Withdrawal Deadline”).