Heritage Petroleum gives early results of tender offer for shareholder’s 2026 notes

By Rebecca Melvin

New York, May 11 – Heritage Petroleum Co. Ltd. announced the early results of its cash tender offer and consent solicitation for any and all of the outstanding 9¾% senior notes due 2026 (ISINs: US896366AA98, USP9401BAA28) issued by its sole shareholder, Trinidad Petroleum Holdings Ltd., according to a company release.

As of 5 p.m. ET on May 10, $536,136,000 principal amount, or 94.02%, of the outstanding notes, which are guaranteed by Heritage, Paria Fuel Trading Co. Ltd. and the Guaracara Refining Co. Ltd., were validly tendered and not withdrawn.

The tendered notes represent sufficient consents to effect all of the proposed amendments to the indenture governing the notes, the security agreement dated June 28, 2019 among Trinidad Petroleum, the guarantors, Guaracara and the collateral and intercreditor agent and some Trinidad and Tobago security documents. Heritage is seeking to eliminate substantially all of the restrictive covenants and some events of default, amend the satisfaction and discharge provision of the indenture, provide a waiver for past defaults by Trinidad Petroleum, 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 guarantors.

Holders that validly tendered their notes prior to the early tender and consent will receive the total consideration of $1,075.63 per $1,000 principal amount of notes, which includes a $50 early tender consideration for each $1,000 of notes.

Holders who validly tender their notes after the early tender and consent date but prior to the offer’s expiration at 11:59 p.m. ET on May 24 will be eligible to receive $1,025.63 per $1,000 principal amount of notes.

The company is also pricing a proposed term loan facility and issuing $500 million of new notes in an aggregate amount that is sufficient to fund the aggregate total consideration and the aggregate tender offer consideration and repay a certain TPHL legacy term loan that will be refinanced with the term loan facility. These conditions are expected to be satisfied by the funding of Heritage's term loan facility, which is expected to be on May 12, and closing of Heritage's offering of 9% senior notes due 2029 that priced on May 5.

Credit Suisse Securities (USA) LLC (800 820-1653, 212 538-2147) is the dealer manager and solicitation agent for the offer.

D.F. King & Co., Inc. (800 431-9629 212, 269-5550, tph@dfking.com) is acting as the information agent.

Heritage is primarily engaged in exploration, development, production and marketing of crude oil. Its sole shareholder, the issuer of the 2026 notes, is an integrated national oil and gas company in Trinidad and Tobago whose ultimate parent is the government of Trinidad and Tobago.

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