Heritage Petroleum Company Limited Announces Early Tender Results of its Tender Offer and Consent Solicitation for any and all of Trinidad Petroleum Holdings Limited's 9.75% Senior Notes due 2026

PORT OF SPAIN, Trinidad and Tobago, May 10, 2022 /PRNewswire/ -- Heritage Petroleum Company Limited, a limited liability company organized under the laws of the Republic of Trinidad and Tobago ("Heritage", the "Company" or "we"), today announced that US$536,136,000 aggregate principal amount, or approximately 94.02% (the "Tendered Notes"), of the outstanding 9.75% Senior Notes due 2026 (the "Notes") issued by Trinidad Petroleum Holdings Limited ("TPHL") and guaranteed by the Company, Paria Fuel Trading Company Limited and The Guaracara Refining Company Limited ("Guaracara"), were validly tendered and not withdrawn prior to 5:00 p.m., New York City time on May 10, 2022 (the "Early Tender and Consent Date") in accordance with Heritage's Company's Offer to Purchase and Consent Solicitation Statement dated April 27, 2022 (the "Statement"), pursuant to which the tender offer and consent solicitation are being made.  

In addition, the Tendered Notes represent consents sufficient to effect all of the proposed amendments to the senior notes indenture governing the Notes (the "Indenture"), the security agreement dated June 28, 2019 among TPHL, the Guarantors, Guaracara and the Collateral and Intercreditor Agent (the "Security Agreement"), and certain Trinidad and Tobago security documents as set forth in the Statement. The proposed amendments, among other things, eliminate substantially all of the restrictive covenants and certain events of default, amend the satisfaction and discharge provision of the Indenture, provide a waiver for past defaults by TPHL, release Guaracara as a guarantor under the Indenture, and alter the definition of "Excluded Property" in the Security Agreement and Trinidad and Tobago security documents to include certain unused property that is immaterial to the business of the issuer and the guarantors of the Notes (the "Proposed Amendments"). Based on the receipt of sufficient consents, the Company and the trustee intend to enter into a supplemental indenture (the "Supplemental Indenture") to effect the proposed amendments to the Indenture.

Holders that validly tendered their Notes prior to the Early Tender and Consent Date, and whose notes are accepted, will receive a total consideration of US$1,075.63 per US$1,000 principal amount of Tendered Notes, which includes an early tender participation payment of US$50.00 per US$1,000 principal amount of Notes, plus accrued and unpaid interest up to, but excluding the early settlement date, which is expected to be on May 12, 2022 (the "Early Settlement Date"). Holders who validly tender their Notes after the Early Tender and Consent Date and at or prior to the Expiration Time (defined below) will be eligible to receive the tender offer consideration of US$1,025.63 per US$1,000 principal amount of Notes tendered and accepted for purchase by the Company. The tender offer is scheduled to expire at 11:59 p.m., New York City time, on May 24, 2022, unless extended or earlier terminated by the Company (the "Expiration Time"). The final settlement date for Notes that are validly tendered and not validly withdrawn after the Early Tender and Consent Date and at or prior to the Expiration Time will be promptly after the Expiration Time and is expected to be on or about May 26, 2022, unless the tender offer is extended by the Company in its sole discretion. If the tender offer is not consummated, no such payments will be made.

The Company's obligation to accept for purchase and to pay for the Tendered Notes is subject to the satisfaction or waiver, in the Company's discretion, of certain conditions, which are more fully described in the Statement, including the pricing and closing of a concurrent bond offering on terms satisfactory to Heritage resulting in net proceeds from (i) a proposed term loan facility and (ii) the issuance of the new notes in an amount of at least US$500 million, in an aggregate amount that is sufficient to (x) fund the aggregate Total Consideration, with respect to the Notes validly tendered at or prior to the Early Tender and Consent Date, and the aggregate Tender Offer Consideration, with respect to the Notes validly tendered after the Early Tender and Consent Date and at or prior to the Expiration Time (regardless of the actual amount of Notes tendered), (y) repay a certain TPHL legacy term loan that will be refinanced with the term loan facility including the payment of any principal, premiums, accrued and unpaid interest, additional amounts, if any, and (z) pay costs and expenses incurred in connection therewith. These conditions are expected to be satisfied upon (i) the funding of Heritage's term loan facility, which is expected to be on May 12, 2022 and (ii) the closing of Heritage's offering of 9.000% Senior Notes due 2029 that priced on May 5, 2022, which is expected to be on May 12, 2022. 

The Company has retained Credit Suisse Securities (USA) LLC to serve as the dealer manager and solicitation agent for the tender offer and consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to Credit Suisse Securities (USA) LLC at Attn: Liability Management Group, +1 (800) 820-1653 (toll-free), +1 (212) 538-2147 (phone).

D.F. King & Co., Inc. is acting as the information agent (the "Information Agent") and depositary (the "Depositary") for the Offer. Any questions regarding procedures for tendering Notes or requests for additional copies of the Statement or other materials should be directed to the Information Agent at: Attn: Andrew Beck, banks and brokers, +1 (212) 269-5550, toll-free, +1 (800) 431-9629 or email: [email protected].

None of the Company, the dealer manager and solicitation agent or the information agent make any recommendations as to whether holders should tender their Notes and deliver consents pursuant to the tender offer and consent solicitation, and no one has been authorized by any of them to make such recommendations. Holders must make their own decisions as to whether to tender their Notes and deliver consents, and, if so, the principal amount of Notes to tender.

This press release is not an offer to sell or a solicitation of an offer to buy any security. The tender offer is being made solely pursuant to the offer documents.

The tender offer does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not permitted by law or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

In any jurisdiction in which the tender offer is required to be made by a licensed broker or dealer and in which the dealer managers, or any affiliates thereof, are so licensed, the tender offer will be deemed to have been made by any such dealer managers, or such affiliates, on behalf of the Company.

The new notes offered pursuant to the concurrent offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States or to any U.S. persons, except (a) to qualified institutional buyers ("QIBs") within the meaning of Rule 144A under the Securities Act ("Rule 144A"), in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A, and (b) outside the United States to non U.S. persons in compliance with Regulation S under the Securities Act ("Regulation S").

Forward-Looking Statements

This press release contains forward-looking statements. Actual results may differ materially from those reflected in the forward-looking statements. We undertake no obligation to release publicly the result of any revisions to these forward-looking statements which may be made to reflect events or circumstances after the date hereof, including, without limitation, changes in our business or acquisition strategy or planned capital expenditures, or to reflect the occurrence of unanticipated events.

About Heritage

Heritage Petroleum Company Limited is a limited liability company organized under the laws of the Republic of Trinidad and Tobago. Heritage was organized in Trinidad and Tobago on October 5, 2018 and is primarily engaged in exploration, development, production and marketing of crude oil. Heritage's sole shareholder is TPHL, a national oil and gas company established in Trinidad and Tobago and our ultimate parent is the Government of the Republic of Trinidad and Tobago. TPHL is the result of a reorganization undergone by the Petroleum Company of Trinidad and Tobago Limited on December 1, 2018, that resulted in a new corporate structure and a reconfigured business, to ensure financial viability. Heritage is the dominant oil producer in Trinidad and Tobago and its production (including partnerships) amounted to 62% of Trinidad and Tobago's total crude oil production for 2020.

SOURCE Heritage Petroleum Company Limited