Heritage Petroleum launches tender offer for shareholder’s 2026 notes

By Rebecca Melvin

New York, April 27 – Heritage Petroleum Co. Ltd. has commenced a 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 and offer to purchase and consent solicitation statement.

There is $570,265,000 principal amount outstanding of the notes, which are guaranteed by Heritage, Paria Fuel Trading Co. Ltd. and the Guaracara Refining Co. Ltd.

Heritage is also soliciting consents to some 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.

The total consideration that the company will pay for the notes is $1,075.63 per $1,000 principal amount of notes, which includes a $50 early tender consideration for each $1,000 of notes tendered by 5 p.m. ET on May 10.

Holders may not withdraw their notes after the early tender deadline, and the tender offer is scheduled to expire at 11:59 p.m. ET on May 24.

Holders may not tender their notes without delivering their consents to the proposed amendments and vice versa.

The early settlement date is May 12, when the company will pay the total consideration plus accrued interest to the settlement date.

Completion of the tender offer is contingent on closing of a concurrent bond offering, which needs to result in proceeds from a proposed term loan facility and new issue of at least $500 million.

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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