PETRÓLEOS DEL PERÚ - PETROPERÚ S.A. Announces Expiration of the Consent Solicitation and Receipt of Requisite Consents to Proposed Amendments in connection with its outstanding 4.750% Notes Due 2032 (CUSIP No. 716564 AA7 (144A)/P7808B AA5 (REGS) (ISIN No. US716564AA72 (144A)/USP7808BAA54 (REGS)) and 5.625% Notes Due 2047 (CUSIP No. 716564 AB5 (144A)/P7808B AB3 (REGS) (ISIN No. US716564AB55 (144A)/USP7808BAB38 (REGS))

LIMA, Perú, May 31, 2022 /PRNewswire/ -- Petróleos del Perú – Petroperú S.A. (the "Company") today announced that it had received, as of 5:00 p.m. New York City time on May 31, 2022 (the "Expiration Time"), consents ("Consents") from holders of (i) U.S.$ 958,553,000, or 95.86%, of the aggregate principal amount outstanding of its 4.750% Notes Due 2032 (the "2032 Notes") and (ii) U.S.$ 1,750,014,000, or 87.50%, of the aggregate principal amount outstanding of its 5.625% Notes Due 2047 (the "2047 Notes" and, collectively with the 2032 Notes, the "Notes" and each a "Series") to certain proposed amendments to the indentures governing the Notes (the "Indentures" and each, an "Indenture"), set forth in the Consent Solicitation Statement dated as of May 23, 2022 (the "Consent Solicitation Statement").

Prior to the date hereof, the Company obtained the consent of the lenders under that certain facility agreement among the Company, as borrower, certain lenders, and Deutsche Bank, S.A.E., as administrative agent, guaranteed by Compañía Española de Seguros de Crédito a la Exportación, S.A., Compañía de Seguros y Reaseguros, S.M.E., the Spanish Export Credit Agency CESCE (such guaranteed facility agreement, the "CESCE Facility Agreement"), to extend the timeframe within which the Company must deliver the audited consolidated financial statements for the 2021 fiscal year under the CESCE Facility Agreement to September 30, 2022. The amendment to the CESCE Facility Agreement became effective on May 30, 2022. The effectiveness of that amendment was one of the conditions set forth in the Consent Solicitation Statement (the "CESCE Amendment Condition").

As a result of the receipt of the requisite consents under the Indentures governing the Notes as described above, the satisfaction of the CESCE Amendment Condition and the other general conditions set forth in the Consent Solicitation Statement, the Company expects that, on June 1, 2022, it will (A) enter into a supplemental indenture to each Indenture (i) extending the timeframe within which the Company must deliver its audited financial statements for the 2021 fiscal year pursuant to the Indentures until September 30, 2022 and (ii) providing that failure by the Company to deliver its audited financial statements for the 2021 fiscal year by the new applicable deadline would constitute an Event of Default and not be subject to a cure period; and (B) pay to each Holder who has validly delivered its Consent on or prior to the Expiration Time (and who has not revoked its Consent prior to the revocation deadline), the consent fee, as described in the Consent Solicitation Statement.

Citigroup Global Markets Inc., HSBC Securities (USA) Inc., and Santander Investment Securities Inc. are acting as Solicitation Agents for the Consent Solicitation.  The Tabulation and Information Agent is Global Bondholder Services Corporation.

Requests for documentation should be directed to Global Bondholder Services Corporation at (855) 654-2014.  Questions regarding the Consent Solicitation should be directed to the Solicitation Agents at (212) 723-6106 (for Citigroup), +1 (888) HSBC-4LM (for HSBC), or +1 (212) 940-1442 (for Santander). 

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. 

None of the Company, the Solicitation Agents, the Tabulation and Information Agent has made any recommendation as to whether holders should have consented or refrained from consenting to the proposed amendments to the Indentures.

About Petroperú:

Petróleos del Perú – Petroperú S.A. established in 1981 as a Public Limited Company pursuant with Legislative Decree No 43 (founded in 1969), Petroperú is the largest hydrocarbon corporate entity in Peru in terms of total sales and the largest enterprise of the Peruvian sovereign (100% owned by Peru). It is also Peru's second largest refiner in terms of refining volume capacity and forms a critical part of the country's energy infrastructure and economy. It has the largest distribution network for crude oil and refined products in the country, and it is the sole provider of refined products to certain areas of Peru. It is also the owner and operator of Peru's main oil pipeline, the "Norperuano Pipeline," which connects the crude oil production fields in the northern rainforest of Peru with its facilities in the Port of Bayovar near its Talara Refinery. Its business is comprised primarily of midstream and downstream petroleum activities, including the refining and blending of crude and intermediate hydrocarbon products, the distribution and sale of refined products through its wholesale distributors and associated retail service stations and direct sales, the transportation of crude through the Norperuano Pipeline, and the leasing of certain of its facilities to third parties. Petroperú also has a presence in the upstream sector.

Advisories:

Cautionary Note Concerning Forward-Looking Statements 

This press release and the Consent Solicitation Statement contain statements that are or may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ materially from those described in such forward-looking statements included in this press release and/or the Consent Solicitation Statement. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of their dates. The Company disclaims any obligation or undertaking to update publicly or revise any forward-looking statement contained in this press release or in the Consent Solicitation Statement, whether as a result of new information, future events or otherwise. Future events or circumstances could cause actual results to differ materially from historical results or those anticipated.

SOURCE Petróleos del Perú - Petroperú S.A.