Heritage Petroleum Company Limited Announces Final 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 25, 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$537,189,000 aggregate principal amount (the "Tendered Notes"), representing approximately 94.20% 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Fuel Trading Company Limited and The Guaracara Refining Company Limited ("Guaracara"), were validly tendered and not withdrawn prior to 11:59 p.m., New York City time, on May 24, 2022 (the "Expiration Date") in accordance with Heritage's Company's Offer to Purchase and Consent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 were made.  This amount includes US$536,136,000 in aggregate principal amount of the Notes, representing approximately 94.02% of the outstanding Notes, that were validly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on May 10, 2021 (such date and time, the "Early Tender and Consent Date"), and which settled on May 12, 2022 (the "Early Settlement Date").

Holders that validly tendered their Notes after the Early Tender and Consent Date but prior to the Expiration Date, and whose notes are accepted, will receive a total consideration of US$1,025.63 per US$1,000 principal amount of Tendered Notes, plus accrued and unpaid interest up to, but excluding the final settlement date, which is expected to be on May 26, 2022 (the "Final Settlement Date"). The Company intends to purchase and pay for the Tendered Notes delivered (and not validly withdrawn) after the Early Tender and Consent Date and at or prior to the Expiration Date on the Final Settlement Date. In addition, the Company will pay accrued and unpaid interest on the principal amount of such Notes, from the most recent interest payment date on such Notes to, but not including, the Final Settlement Date. If the tender offer is not consummated, no such payments will be made.

All conditions described in the Offer to Purchase for the acceptance for purchase and payment for the Notes validly tendered (and not validly withdrawn) pursuant to the Tender Offer were satisfied or waived on or prior to the Expiration Date. On the Final Settlement Date, the Company intends, but is not obliged to, issue a notice of redemption with respect to any notes that remain outstanding following the Final Settlement Date, in accordance with the terms of the indenture governing the Notes (the "Indenture"). Such notes are scheduled to be redeemed on June 28, 2022, in accordance with the terms of the Indenture.

As previously announced, on the Early Settlement Date, holders of the Notes who validly tendered and did not validly withdraw their Notes at or prior to the Early Tender and Consent Date received for each US$1,000 principal amount of Notes tendered, an amount in cash equal to US$1,075.63, which included an early tender participation payment of US$50.00 per US$1,000 principal amount, plus accrued and unpaid interest up to, but excluding the Early Tender and Consent Date.

The Company 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. acted as the information agent (the "Information Agent") and depositary (the "Depositary") for the Offer.

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 incorporated 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 amounted to 58% of Trinidad and Tobago's total crude oil production for 2021.

SOURCE Heritage Petroleum Company Limited