Petra Diamonds wraps tender offer for second-lien notes due 2026

By Marisa Wong

Los Angeles, Oct. 12 – Petra Diamonds US$ Treasury plc announced the final results of its Sept. 13 offer to purchase for cash up to a maximum amount of its $336,656,000 outstanding senior secured second-lien notes due 2026 (ISIN: XS2289899242, XS2289895927).

As of the expiration of the offer at noon ET on Oct. 11, holders had tendered an additional $875,000 of the notes, according to a Wednesday press release.

Those additional notes tendered after the early participation deadline will be accepted for purchase at $1,010 per $1,000 principal amount. The total consideration, which is multiplied by a pool factor of 1.14362, includes an early tender premium of $50 per $1,000 of notes. The total purchase price for the notes tendered after the early deadline and before the expiration time is $1,010,674.18.

After settlement on Oct. 13, there will be $210,190,662 principal amount of the notes outstanding.

As previously reported, holders had tendered $125,590,338 of the notes (corresponding to an actual principal amount of $143,627,622.34 after application of the pool factor of 1.14362) as of the early participation deadline at noon ET on Sept. 26.

Upon announcing the early tender results, Petra also increased the maximum aggregate cash consideration to $175 million from $150 million. As a result, the company accepted all of the early tendered notes with no scaling factor applied.

The total cash price to be paid for the early tendered notes (i.e., the total consideration for all notes tendered multiplied by the pool factor) was $145,063,898.63. Early settlement was on Sept. 28.

The total consideration was determined through a modified Dutch auction procedure. The acceptable bid range was between $970 and $1,010 per $1,000 principal amount.

Following the early participation deadline, the company also amended the offer to extend the early tender premium to holders tendering their notes after the early deadline. Originally, holders tendering after the early deadline would only be eligible to receive the tender consideration, or the total consideration less the early tender premium.

No accrued interest is payable in addition to the total consideration.

Absa Bank Ltd. (+44 20 3961 6067, +44 73 8411 8926; attn.: Simon Rankin; Simon.Rankin@absa.africa) and Merrill Lynch International (+44 20 7996 5420, 888 292-0070, 980 388-3646; attn.: liability management group; DG.LM-EMEA@bofa.com) are the dealer managers for the offer.

Kroll Issuer Services Ltd. (+44 20 7704 0880; attn.: Thomas Choquet; petradiamonds@is.kroll.com; https://deals.is.kroll.com/petradiamonds) is the information and tender agent.

The offeror is a wholly owned subsidiary of Petra Diamonds Ltd., a Jersey-based diamond mining group focused on mines in South Africa and Tanzania.

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