Consolidated Energy Finance S.A. Announces Tender Offer for Any and All of Its Outstanding 6.75% Senior Notes due 2019
Consolidated Energy Finance S.A. Announces Tender Offer for Any and All of Its Outstanding 6.75% Senior Notes due 2019
LUXEMBOURG, April 30, 2018 /PRNewswire/ -- Consolidated Energy Finance S.A. (the "Company") announced today that it has commenced a cash tender offer to purchase (the "Tender Offer") any and all of its outstanding 6.75% Senior Notes due 2019 (the "Notes").
Information related to the Notes and the Tender Offer is set forth in the table below.
Title of
Security Outstanding Aggregate Tender Offer
Principal Amount Consideration(1)
CUSIP / ISIN
--- ------------
6.75% Senior
Notes $498,800,000 Reg S: $1,018.42
due 2019
L1957QAB6 / USL1957QAB60
Rule 144A:
20914UAB2 / US20914UAB26
Per $1,000
principal
amount of
Notes
validly
tendered
and
accepted
for
(1) payment.
The Tender Offer will expire at 5:00 p.m., New York City time, on May 4, 2018, unless extended or earlier terminated by the Company (such time and date, as the same may be extended or earlier terminated, the "Expiration Time").
The Tender Offer is subject to the satisfaction or waiver of certain conditions as described in the offer to purchase (the "Offer to Purchase") in relation to the Tender Offer that is being sent to holders of the Notes, including (1) the successful closing of the offering of new senior notes on terms reasonably acceptable to the Company, and (2) certain general conditions, in each case as described in more detail in the Offer to Purchase. If any of the conditions are not satisfied, the Company may terminate the Tender Offer and return tendered Notes, may waive unsatisfied conditions and accept for payment and purchase all validly tendered Notes, may extend the tender offer or may otherwise amend the Tender Offer.
The "Tender Offer Consideration" for each $1,000 principal amount of Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Tender Offer will be an amount equal to $1,018.42, payable in cash to holders that validly tender their Notes prior to the Expiration Deadline. In addition, accrued and unpaid interest up to, but not including, the settlement date of the Notes will be payable in cash on all validly tendered and accepted Notes.
Holders of Notes who desire to participate in the Offer must validly tender their Notes or deliver a properly completed and duly executed Notice of Guaranteed Delivery at or before the Expiration Time and must not validly withdraw their Notes at or before the Expiration Time in order to be eligible to receive the Tender Offer Consideration plus accrued and unpaid interest. The delivery of such Notes tendered by guaranteed delivery procedures must be made no later than 5:00 p.m., New York City time, on May 8, 2018, which is two business days following the Expiration Time. The guaranteed delivery settlement date is expected to be on May 9, 2018. Payment for Notes that are otherwise validly tendered and accepted for purchase by the Company at or before the Expiration Time is expected to occur on or around May 7, 2018.
Notes tendered pursuant to the Offer may be withdrawn at any time before the earlier of (i) the Expiration Time or (ii) if the Offer is extended, the 10(th) business day after the commencement of the Offer. Notes tendered pursuant to the Offer may also be withdrawn at any time after the 60(th) business day after commencement of the Offer if, for any reason, the Offer has not been consummated within 60 business days of commencement.
All Notes purchased pursuant to the Tender Offer will be cancelled. Notes that are not tendered and accepted for payment pursuant to the Tender Offer are expected to be redeemed in accordance with the terms of the indenture governing the Notes.
The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase. Holders are urged to read the Offer to Purchase carefully when they become available. Copies of the Offer to Purchase and Notice of Guaranteed Delivery are available at the following web address: www.dfking.com/cef.
The Company has engaged Morgan Stanley & Co. LLC to act as dealer manager (the "Dealer Manager") for the Tender Offer. Persons with questions regarding the Tender Offer should contact Morgan Stanley & Co. LLC toll-free at (800) 624-1808 or collect at (212) 761-1057. Requests for documents should be directed to D.F. King & Co., Inc., acting as tender and information agent (the "Tender and Information Agent") for the Tender Offer, at (212) 269-5550 (for banks and brokers) or (877) 283-0324 (for noteholders) or by email at cef@dfKing.com.
This press release is for informational purposes only and is not an offer to purchase or a solicitation of an offer to purchase with respect to any of the Notes. The Tender Offer is being made pursuant to the Tender Offer documents, including the Offer to Purchase and Notice of Guaranteed Delivery that the Company is distributing to holders of the Notes. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws of such jurisdiction. None of the Company, the Dealer Manager, the Tender and Information Agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the Tender Offer.
Forward-Looking Statements
Statements made in this news release which describe the Company's intentions, expectations, beliefs or predictions may be forward-looking statements within the meaning of securities laws. Forward-looking statements include statements preceded by, followed by, or including the words "believes," "expects," "anticipates," "plans," "estimates," "projects," "forecasts," or similar expressions. Examples of forward looking statements in this news release are statements about the expected size and timing of the Tender Offer. The Company cautions that, by their nature, forward-looking statements involve risk and uncertainty and the Company's actual results could differ materially from those expressed or implied in such statements. The Company does not intend, and the Company disclaims any obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise. Factors that could cause actual results or outcomes to differ from the results expressed or implied by forward-looking statements include, among other things the risks described under the caption "Risk Factors" in the Company Report dated April 30, 2018.
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SOURCE Consolidated Energy Finance S.A.
